##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 OR
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO .
 Commission file number: 001-32567
 ALON USA ENERGY, INC.
  Delaware
(State of incorporation)
    
    74-2966572
(I.R.S. Employer Identification No.)7616 LBJ Freeway, Suite 300, Dallas, Texas
(Address of principal executive offices)
    
    75251
(Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value
$0.01 per share
    
    New York Stock Exchange
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a Smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PagePART IITEMS 1. AND 2. BUSINESS AND PROPERTIES
    
    
    1ITEM 1A. RISK FACTORS
    
    
    28ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    37ITEM 3. LEGAL PROCEEDINGS
    
    
    37ITEM 4. RESERVED
    
    
    37PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    38ITEM 6. SELECTED FINANCIAL DATA
    
    
    40ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    42ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    72ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    73ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    73ITEM 9A. CONTROLS AND PROCEDURES
    
    
    73ITEM 9B. OTHER INFORMATION
    
    
    74PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    75ITEM 11. EXECUTIVE COMPENSATION
    
    
    75ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    75ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    75ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    75PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    76EX-10.22EX-10.24EX-10.46EX-10.56EX-10.104EX-10.105EX-10.106EX-10.107EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
  i




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##### Table of Contents



PART I
 
 ITEMS 1. AND 2. BUSINESS AND PROPERTIES.
 Statements in this Annual Report on Form 10-K, including those in Items 1 and 2, Business and
Properties, and Item 3, Legal Proceedings, that are not historical in nature should be deemed
forward-looking statements that are inherently uncertain. See Forward-Looking Statements in
Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7
for a discussion of forward-looking statements and of factors that could cause actual outcomes and
results to differ materially from those projected.
 COMPANY OVERVIEW
  www.alonusa.com
  www.sec.gov www.alonusa.com www.alonusa.com
 
    
    Compensation Committee Charter;
    
    Audit Committee Charter;
    
    Corporate Governance Guidelines; and
    
    Code of Business Conduct and Ethics.
 1




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BUSINESS
   Refining and Unbranded Marketing
  Big Spring Refinery
      2




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Year Ended December 31,2010
    
    
    2009
    
    
    2008bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Sour crude
    
    
    39,349
    
    
    
    80.2
    
    
    
    48,340
    
    
    
    80.8
    
    
    
    31,654
    
    
    
    83.8Sweet crude
    
    
    7,288
    
    
    
    14.9
    
    
    
    9,238
    
    
    
    15.4
    
    
    
    4,270
    
    
    
    11.3Blendstocks
    
    
    2,391
    
    
    
    4.9
    
    
    
    2,292
    
    
    
    3.8
    
    
    
    1,869
    
    
    
    4.9Total refinery throughput (1)
    
    
    49,028
    
    
    
    100.0
    
    
    
    59,870
    
    
    
    100.0
    
    
    
    37,793
    
    
    
    100.0Refinery production:Gasoline
    
    
    24,625
    
    
    
    50.7
    
    
    
    26,826
    
    
    
    45.0
    
    
    
    14,266
    
    
    
    38.4Diesel/jet
    
    
    15,869
    
    
    
    32.7
    
    
    
    19,136
    
    
    
    32.2
    
    
    
    10,439
    
    
    
    28.2Asphalt
    
    
    2,827
    
    
    
    5.8
    
    
    
    5,289
    
    
    
    8.9
    
    
    
    4,850
    
    
    
    13.1Petrochemicals
    
    
    2,939
    
    
    
    6.0
    
    
    
    2,928
    
    
    
    4.9
    
    
    
    1,221
    
    
    
    3.3Other
    
    
    2,341
    
    
    
    4.8
    
    
    
    5,327
    
    
    
    9.0
    
    
    
    6,298
    
    
    
    17.0Total refinery production (2)
    
    
    48,601
    
    
    
    100.0
    
    
    
    59,506
    
    
    
    100.0
    
    
    
    37,074
    
    
    
    100.0Refinery utilization (3)
    
    
    
    
    
    
    68.2
    %
    
    
    
    
    
    
    82.3
    %
    
    
    
    
    
    
    52.3
    %
 
 (1)
    
    Total refinery throughput represents the total barrels per day of crude oil and blendstock
inputs in the refinery production process.(2)
    
    Total refinery production represents the barrels per day of various products resulting from
the refinery production process.(3)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds.  Big Spring Refinery Raw Material Supply
    3




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##### Table of Contents



Crude Oil Pipelines
  Crude Oil Pipelines
    
    Status
    
    Miles
    
    ConnectionsAmdel
    
    Sunoco Throughput
    
    
    504
    
    
    Midland and NederlandWhite Oil
    
    Sunoco Throughput
    
    
    25
    
    
    Garden City (Amdel) and Big SpringMesa Interconnect
    
    Owned
    
    
    4
    
    
    Mesa pipeline and Big SpringCenturion
    
    Owned (leased to Centurion)
    
    
    3
    
    
    Centurion pipeline and Big Spring
    Big Spring Refinery Production
 Gasoline
 Distillates
 Asphalt
 4




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##### Table of Contents



Petrochemical Feedstocks and Other
 Big Spring Refinery Transportation Fuel Marketing
  Unbranded Transportation Fuel Marketing
 Jet Fuel Marketing
 Product Supply Sales
 Big Spring Product Pipelines
  ExpirationProduct Pipelines
    
    Access
    
    Miles
    
    
    Connections
    
    DatePlains (1)
    
    Lease
    
    
    38
    
    
    Coahoma and Midland
    
    2012Fin-Tex
    
    HEP throughput
    
    
    137
    
    
    Midland and Orla (Holly)
    
    2020Holly
    
    Lease
    
    
    133
    
    
    Orla and El Paso
    
    2022Trust
    
    HEP throughput
    
    
    332
    
    
    Big Spring/Abilene/Wichita Falls
    
    2020Dyess JP-8
    
    HEP throughput
    
    
    2
    
    
    Abilene and Dyess Air Force Base
    
    2020River
    
    HEP throughput
    
    
    47
    
    
    Wichita Falls and Duncan (Magellan)
    
    2020Carswell
    
    Owned
    
    
    148
    
    
    Abilene and Fort Worth
    
    N/A
 
 (1)
    
    The description of the Plains pipeline does not include a 4-mile pipeline that we
own connecting Big Spring and Coahoma, Texas. 5




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##### Table of Contents



Product Terminals
  WorkingTerminals
    
    Access
    
    Capacity (1)
    
    Supply Source
    
    Mode of DeliveryBig Spring, Texas (2)
    
    Owned
    
    
    331
    
    
    Pipeline/refinery
    
    Pipeline/truckAbilene, Texas
    
    HEP
    
    
    111
    
    
    Pipeline
    
    Pipeline/truckWichita Falls, Texas
    
    HEP
    
    
    189
    
    
    Pipeline
    
    Pipeline/truckDuncan, Oklahoma
    
    Owned (3)
    
    
    154
    
    
    Pipeline
    
    PipelineOrla, Texas
    
    HEP
    
    
    116
    
    
    Pipeline
    
    PipelineSouthlake, Texas
    
    Terminalling Agreement
    
    
    212
    
    
    Pipeline
    
    TruckTotal
    
    
    
    
    1,113
 
 (1)
    
    Measured in thousands of barrels.(2)
    
    Includes the tankage located at our Big Spring refinery.(3)
    
    The terminal is owned, but the underlying real property is leased.  6




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California Refineries and Terminals
         7




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Year Ended December 31,2010
    
    
    2009
    
    
    2008bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Medium sour crude
    
    
    3,502
    
    
    
    19.9
    
    
    
    13,408
    
    
    
    43.0
    
    
    
    8,014
    
    
    
    25.8Heavy crude
    
    
    13,688
    
    
    
    77.8
    
    
    
    17,420
    
    
    
    55.9
    
    
    
    22,590
    
    
    
    72.6Blendstocks
    
    
    406
    
    
    
    2.3
    
    
    
    330
    
    
    
    1.1
    
    
    
    495
    
    
    
    1.6Total refinery throughput (1)
    
    
    17,596
    
    
    
    100.0
    
    
    
    31,158
    
    
    
    100.0
    
    
    
    31,099
    
    
    
    100.0Refinery production:Gasoline
    
    
    2,629
    
    
    
    15.4
    
    
    
    4,920
    
    
    
    16.2
    
    
    
    4,141
    
    
    
    13.7Diesel/jet
    
    
    3,704
    
    
    
    21.6
    
    
    
    7,123
    
    
    
    23.5
    
    
    
    7,481
    
    
    
    24.8Asphalt
    
    
    5,919
    
    
    
    34.6
    
    
    
    8,976
    
    
    
    29.5
    
    
    
    9,214
    
    
    
    30.5Light unfinished
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    0.4
    
    
    
    
    
    
    
    Heavy unfinished
    
    
    4,483
    
    
    
    26.2
    
    
    
    8,813
    
    
    
    29.0
    
    
    
    9,182
    
    
    
    30.4Other
    
    
    372
    
    
    
    2.2
    
    
    
    418
    
    
    
    1.4
    
    
    
    192
    
    
    
    0.6Total refinery production (2)
    
    
    17,107
    
    
    
    100.0
    
    
    
    30,367
    
    
    
    100.0
    
    
    
    30,210
    
    
    
    100.0Refinery utilization (3)
    
    
    
    
    
    
    25.9
    %
    
    
    
    
    
    
    46.2
    %
    
    
    
    
    
    
    46.3
    %
 
 (1)
    
    Total refinery throughput represents the total barrels per day of crude oil and blendstock
inputs in the refinery production process.(2)
    
    Total refinery production represents the barrels per day of various products resulting from
the refinery production process.(3)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds, and including
effects of downtime to optimize our refining and asphalt economics in 2010, 2009 and 2008.  California Refineries Raw Material Supply
  8




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Crude Oil Pipelines
  Crude Oil Pipelines
    
    Status
    
    Miles
    
    ConnectionsParamount Crude
    
    Owned
    
    
    2.5
    
    
    Paramount and East Hynes TerminalChevron Crude
    
    Third Party
    
    
    15
    
    
    Paramount and local gathering systemNo. 3/No. 4
    
    Owned
    
    
    13
    
    
    Long Beach and Long Beach HarborBP
    
    Third Party
    
    
    1
    
    
    Long Beach and East Hynes TerminalPlains Pipeline
    
    Third Party
    
    
    14
    
    
    Long Beach and West Hynes Terminal
   California Refineries Production
 Gasoline
 Distillates
 Asphalt
 Light and Heavy Unfinished Feedstocks
 California Refineries Transportation Fuel Marketing
   9




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##### Table of Contents



California Product Pipelines/Terminal
   Product Pipelines
    
    Access
    
    Miles
    
    ConnectionsLine 145
    
    Owned and Leased
    
    
    8
    
    
    Paramount to a connection with Line 145Line 166
    
    Leased
    
    
    2
    
    
    Connects Line 145 to City of Carson,
California (Kinder Morgan)
  California Feedstock Pipelines
  10




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##### Table of Contents



Feedstock Pipelines
    
    Terminal
    
    Access
    
    Tankage (1)
    
    Miles
    
    ConnectionsChevron No.1
    
    
    
    Leased
    
    
    
    
    
    
    4
    
    
    Connects our
Paramount and Long
Beach refineries to
our Lakewood
TerminalLakewood
    
    Owned
    
    
    110
    
    
    
    
    
    
    Connects the
Chevron No. 1
pipeline to our
Line 160 pipelineLine 160
    
    
    
    Owned
    
    
    
    
    
    
    7.1
    
    
    Connects the
Lakewood Terminal
to our leased tanks
at Kinder Morgan,
other refiners and
third party
customersKinder Morgan
    
    Leased
    
    
    180
    
    
    
    
    
    
    Connects to our
Black Oil Pipeline
for deliveries to
other refiners and
third party
customersLine 35, L-52, E-12A
    
    
    
    Owned
    
    
    
    
    
    
    4
    
    
    Connects our Long
Beach and Paramount
RefineriesBlack Oil Pipeline
    
    
    
    Owned
    
    
    
    
    
    
    19
    
    
    Connects the Kinder
Morgan Terminal and
Plains Pipeline
System to LA Basin
refiners and
waterborne
terminalsNorth of the River
pipeline
    
    Mojave Spur
    
    Owned
    
    
    
    
    
    
    10
    
    
    Connects the Kern
River Oil Field
Mojave Spur to our
Bakersfield
refinery to provide
natural gas to the
refinery fuel
system and hydrogen
plant.
 
 (1)
    
    Measured in thousands of barrels. Krotz Springs Refinery
      11




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Year Ended December 31,2010
    
    
    2009
    
    
    2008 (1)bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Light sweet crude
    
    
    23,810
    
    
    
    60.7
    
    
    
    22,942
    
    
    
    47.5
    
    
    
    43,361
    
    
    
    74.5Heavy sweet crude
    
    
    14,535
    
    
    
    37.0
    
    
    
    22,258
    
    
    
    46.0
    
    
    
    11,979
    
    
    
    20.6Blendstocks
    
    
    899
    
    
    
    2.3
    
    
    
    3,137
    
    
    
    6.5
    
    
    
    2,844
    
    
    
    4.9Total refinery throughput (2)
    
    
    39,244
    
    
    
    100.0
    
    
    
    48,337
    
    
    
    100.0
    
    
    
    58,184
    
    
    
    100.0Refinery production:Gasoline
    
    
    15,812
    
    
    
    40.1
    
    
    
    22,264
    
    
    
    45.4
    
    
    
    25,195
    
    
    
    42.8Diesel/jet
    
    
    18,986
    
    
    
    48.2
    
    
    
    21,318
    
    
    
    43.4
    
    
    
    26,982
    
    
    
    45.9Heavy oils
    
    
    1,515
    
    
    
    3.8
    
    
    
    1,238
    
    
    
    2.5
    
    
    
    1,402
    
    
    
    2.4Other
    
    
    3,107
    
    
    
    7.9
    
    
    
    4,258
    
    
    
    8.7
    
    
    
    5,258
    
    
    
    8.9Total refinery production (3)
    
    
    39,420
    
    
    
    100.0
    
    
    
    49,078
    
    
    
    100.0
    
    
    
    58,837
    
    
    
    100.0Refinery utilization (4)
    
    
    
    
    
    
    46.1
    %
    
    
    
    
    
    
    65.3
    %
    
    
    
    
    
    
    66.6
    %
 
 (1)
    
    2008 data includes our Krotz Springs refinery for the period from July 1, 2008 through
December 31, 2008.(2)
    
    Total refinery throughput represents the total barrels per day of crude oil and blendstock
inputs in the refinery production process.(3)
    
    Total refinery production represents the barrels per day of various products resulting from
the refinery production process.(4)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds. Refinery
throughput and production for 2010 and 2009 reflects the effects of downtime associated with a
shutdown that began in November 2009 and continued into the second quarter of 2010. Refinery
throughput and production for 2008 reflects the effects of shutdowns during hurricanes Gustav
and Ike and limited crude supply due to widespread electrical outages following the
hurricanes. Krotz Springs Refinery Raw Material Supply
     12




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Krotz Springs Refinery Production
 Gasoline
 Distillates
 Heavy Oils and Other
 Krotz Springs Refinery Transportation Fuel Marketing
   Krotz Springs Refinery Product Pipelines
  Krotz
Springs Refinery Barge, Railcar and Truck
   Asphalt
   13




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Texas Asphalt Marketing
   West Coast Asphalt Marketing
  14




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##### Table of Contents



Asphalt StorageTerminals
    
    Capacity (1)
    
    
    Receipt Capabilities
    
    Delivery CapabilitiesCalifornia Refineries
    
    
    731
    
    
    Refinery, Rail, Truck
    
    Rail, TruckWillbridge, OR refinery
    
    
    1,129
    (2)
    
    Refinery, Rail, Truck, Marine
    
    Rail, Truck, MarineElk Grove, CA
    
    
    307
    
    
    Rail, Truck
    
    TruckBakersfield, CA
    
    
    183
    
    
    Rail, Truck
    
    TruckMojave, CA
    
    
    283
    
    
    Rail, Truck
    
    TruckRichmond Beach, WA
    
    
    702
    (2)
    
    Rail, Truck, Marine
    
    Truck, MarineFernley, NV (3)
    
    
    254
    
    
    Rail, Truck
    
    TruckPhoenix, AZ
    
    
    165
    
    
    Rail, Truck
    
    TruckFlagstaff, AZ
    
    
    25
    
    
    Rail, Truck
    
    TruckFredonia, AZ
    
    
    79
    
    
    Truck
    
    Truck
 
 (1)
    
    Measured in thousands of barrels.(2)
    
    Storage figures for Willbridge and Richmond Beach include tanks in service for storage of
crude oil, fuel oil or other products.(3)
    
    50% interest.   Retail and Branded Marketing
  15




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##### Table of Contents



Retail
    Location
    
    Owned
    
    
    Leased
    
    
    TotalBig Spring, Texas
    
    
    6
    
    
    
    1
    
    
    
    7Wichita Falls, Texas
    
    
    8
    
    
    
    4
    
    
    
    12Waco, Texas
    
    
    11
    
    
    
    3
    
    
    
    14Midland, Texas
    
    
    8
    
    
    
    9
    
    
    
    17Lubbock, Texas
    
    
    17
    
    
    
    5
    
    
    
    22Albuquerque, New Mexico
    
    
    12
    
    
    
    11
    
    
    
    23Odessa, Texas
    
    
    11
    
    
    
    25
    
    
    
    36Abilene, Texas
    
    
    32
    
    
    
    9
    
    
    
    41El Paso, Texas
    
    
    13
    
    
    
    71
    
    
    
    84Other locations in Central and West Texas
    
    
    29
    
    
    
    19
    
    
    
    48Total stores
    
    
    147
    
    
    
    157
    
    
    
    304
 Convenience Store Management and Employees
 Distribution and Supply
 7-Eleven License Agreement
 Technology and Store Automation
 16




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##### Table of Contents



Branded Marketing
   Distribution Network and Distributor Arrangements.
 FINA Brand Sub-Licensing.
 FINA Minimum Standards Program.
 Payment Card Processing.
 Technology.
 17




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Competition
         18




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##### Table of Contents



Government Regulation and Legislation
 Environmental Controls and Expenditures
  Environmental Expenditures
 Fuels
       19




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Regulations
  Compliance
      20




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##### Table of Contents



21




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##### Table of Contents



Remediation Efforts
     Environmental Indemnity from FINA
 22




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##### Table of Contents



Environmental Insurance
 Environmental Indemnity to HEP
  Environmental Indemnity to Sunoco
 Other Government Regulation
  23




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Employees
   Properties
  24




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##### Table of Contents



Executive Officers of the Registrant
  Name
    
    Age
    
    PositionDavid Wiessman
    
    
    56
    
    
    Executive Chairman of the Board of DirectorsJeff D. Morris
    
    
    59
    
    
    Director and Chief Executive OfficerPaul Eisman
    
    
    55
    
    
    PresidentShai Even
    
    
    42
    
    
    Senior Vice President and Chief Financial OfficerJoseph Israel
    
    
    39
    
    
    Chief Operating OfficerClaire A. Hart
    
    
    55
    
    
    Senior Vice PresidentAlan Moret
    
    
    56
    
    
    Senior Vice President of SupplyMichael Oster
    
    
    39
    
    
    Senior Vice President of Mergers and AcquisitionsJimmy C. Crosby*
    
    
    51
    
    
    Vice President of Refining  Big SpringEd Juno*
    
    
    58
    
    
    Vice President of Refining  ParamountWilliam Wuensche*
    
    
    50
    
    
    Vice President of Refining  Krotz SpringsWilliam L. Thorpe*
    
    
    64
    
    
    Vice President of Asphalt OperationsKyle McKeen*
    
    
    47
    
    
    President and Chief Executive Officer of Alon
BrandsJoseph Lipman*
    
    
    65
    
    
    President and Chief Executive Officer of SCS
  David Wiessman
 Jeff D. Morris
 Paul Eisman
 Shai Even
 25




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##### Table of Contents



Joseph Israel
 Claire A. Hart
 Alan Moret
 Michael Oster
 Jimmy C. Crosby
 Ed Juno
 William Wuensche
 William L. Thorpe
 26




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##### Table of Contents



Kyle McKeen
 Joseph Lipman
 27




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS.
  The price volatility of crude oil, other feedstocks, refined products and fuel and utility services
may have a material adverse effect on our earnings, profitability and cash flows.
  
    
    changes in global and local economic conditions;
    
    domestic and foreign demand for fuel products;
    
    worldwide political conditions, particularly in significant oil producing regions
such as the Middle East, North and West Africa and Venezuela;
    
    the level of foreign and domestic production of crude oil and refined products and
the level of crude oil, feedstock and refined products imported into the United States;
    
    utilization rates of U.S. refineries;
    
    development and marketing of alternative and competing fuels;
    
    commodities speculation;
    
    accidents, interruptions in transportation, inclement weather or other events that
can cause unscheduled shutdowns or otherwise adversely affect our refineries;
    
    federal and state government regulations; and
    
    local factors, including market conditions, weather conditions and the level of
operations of other refineries and pipelines in our markets.
  28




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Our profitability depends, in part, on the sweet/sour crude oil price spread. A decrease in this
spread could negatively affect our profitability.
  The profitability of our California refineries depends, in part, on the light/heavy crude oil price
spread. A decrease in this spread could negatively affect our profitability.
  Our indebtedness could adversely affect our financial condition or make us more vulnerable to
adverse economic conditions.
  
    
    we may be limited in our ability to obtain additional financing to fund our working
capital needs, capital expenditures and debt service requirements or our other operational
needs;
    
    we may be limited in our ability to use operating cash flow in other areas of our
business because we must dedicate a substantial portion of these funds to make principal
and interest payments on our debt;
    
    we may be at a competitive disadvantage compared to competitors with less leverage since
we may be less capable of responding to adverse economic and industry conditions; and
    
    we may not have sufficient flexibility to react to adverse changes in the economy, our
business or the industries in which we operate.
  29




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The recent recession and credit crisis and related turmoil in the global financial system has had
and may continue to have an adverse impact on our business, results of operations and cash flows.
   The dangers inherent in our operations could cause disruptions and could expose us to potentially
significant losses, costs or liabilities.
   We are subject to interruptions of supply as a result of our reliance on pipelines for
transportation of crude oil and refined products.
  30




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If the price of crude oil increases significantly, it could reduce our margin on our fixed-price
asphalt supply contracts.
  Our operating results are seasonal and generally lower in the first and fourth quarters of the
year.
  If the price of crude oil increases significantly, it could limit our ability to purchase enough
crude oil to operate our refineries at full capacity.
  Changes in our credit profile could affect our relationships with our suppliers, which could have a
material adverse effect on our liquidity and our ability to operate our refineries at full
capacity.
  Competition in the refining and marketing industry is intense, and an increase in competition in
the markets in which we sell our products could adversely affect our earnings and profitability.
   31




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Competition in the asphalt industry is intense, and an increase in competition in the markets in
which we sell our asphalt products could adversely affect our earnings and profitability.
   Competition in the retail industry is intense, and an increase in competition in the markets in
which our retail businesses operate could adversely affect our earnings and profitability.
  We may incur significant costs to comply with new or changing environmental laws and regulations.
    32




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We may incur significant costs and liabilities with respect to environmental lawsuits and
proceedings and any investigation and remediation of existing and future environmental conditions.
  33




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We could incur substantial costs or disruptions in our business if we cannot obtain or maintain
necessary permits and authorizations or otherwise comply with health, safety, environmental and
other laws and regulations.
  We could encounter significant opposition to operations at our California refineries.
  The occurrence of a release of hazardous materials or a catastrophic event affecting our California
refineries could endanger persons living nearby.
  Certain of our facilities are located in areas that have a history of earthquakes or hurricanes,
the occurrence of which could materially impact our operations.
  34




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Terrorist attacks, threats of war or actual war may negatively affect our operations, financial
condition, results of operations and prospects.
  Covenants in our credit agreements could limit our ability to undertake certain types of
transactions and adversely affect our liquidity.
  Our insurance policies do not cover all losses, costs or liabilities that we may experience.
  We are exposed to risks associated with the credit-worthiness of the insurer of our environmental
policies.
  35




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##### Table of Contents



If we lose any of our key personnel, our ability to manage our business and continue our growth
could be negatively affected.
  A substantial portion of our Big Spring refinerys workforce is unionized, and we may face labor
disruptions that would interfere with our operations.
  We conduct our convenience store business under a license agreement with 7-Eleven, and the loss of
this license could adversely affect the results of operations of our retail and branded marketing
segment.
  We may not be able to successfully execute our strategy of growth through acquisitions.
  
    
    diversion of management time and attention from our existing business;
    
    challenges in managing the increased scope, geographic diversity and complexity of
operations;
    
    difficulties in integrating the financial, technological and management standards,
processes, procedures and controls of an acquired business with those of our existing
operations;
    
    liability for known or unknown environmental conditions or other contingent liabilities
not covered by indemnification or insurance;
    
    greater than anticipated expenditures required for compliance with environmental or
other regulatory standards or for investments to improve operating results;
    
    difficulties in achieving anticipated operational improvements;
    
    incurrence of additional indebtedness to finance acquisitions or capital expenditures
relating to acquired assets; and
    
    issuance of additional equity, which could result in further dilution of the ownership
interest of existing stockholders.
 36




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##### Table of Contents



We depend upon our subsidiaries for cash to meet our obligations and pay any dividends, and we do
not own 100% of the stock of our operating subsidiaries.
  It may be difficult to serve process on or enforce a United States judgment against certain of our
directors.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS.
  
 ITEM 3.
    
    LEGAL PROCEEDINGS.
  
 ITEM 4.
    
    RESERVED.
 37




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market Information
   Quarterly Period
    
    High
    
    
    Low2010Fourth Quarter
    
    $
    6.13
    
    
    $
    5.16Third Quarter
    
    
    6.99
    
    
    
    4.77Second Quarter
    
    
    7.92
    
    
    
    6.04First Quarter
    
    
    8.08
    
    
    
    6.522009Fourth Quarter
    
    $
    10.18
    
    
    $
    6.60Third Quarter
    
    
    11.20
    
    
    
    8.20Second Quarter
    
    
    15.90
    
    
    
    9.92First Quarter
    
    
    15.46
    
    
    
    8.76
 Holders
  Dividends
       38




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Recent Sales of Unregistered Securities
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Stockholder Return Performance Graph
  
 39




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
    Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(dollars in thousands, except per share data)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    4,030,743
    
    
    $
    3,915,732
    
    
    $
    5,156,706
    
    
    $
    4,542,151
    
    
    $
    3,093,890Operating costs and expenses (1)
    
    
    4,192,469
    
    
    
    3,994,977
    
    
    
    5,258,153
    
    
    
    4,363,238
    
    
    
    2,877,811Gain on involuntary conversion of
assets (2)
    
    
    
    
    
    
    
    
    
    
    279,680
    
    
    
    
    
    
    
    Gain (loss) on disposition of assets (3)
    
    
    945
    
    
    
    (1,591
    )
    
    
    45,244
    
    
    
    7,206
    
    
    
    63,255Operating income (loss)
    
    
    (160,781
    )
    
    
    (80,836
    )
    
    
    223,477
    
    
    
    186,119
    
    
    
    279,334Net income (loss) available to common
stockholders
    
    
    (122,932
    )
    
    
    (115,156
    )
    
    
    82,883
    
    
    
    103,936
    
    
    
    157,368Earnings (loss) per share, basic
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.77
    
    
    $
    2.22
    
    
    $
    3.37Weighted average shares outstanding,
basic
    
    
    54,186
    
    
    
    46,829
    
    
    
    46,788
    
    
    
    46,763
    
    
    
    46,738Earnings (loss) per share, diluted
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.72
    
    
    $
    2.16
    
    
    $
    3.36Weighted average shares outstanding,
diluted
    
    
    54,186
    
    
    
    46,829
    
    
    
    49,583
    
    
    
    46,804
    
    
    
    46,779Cash dividends per common share
    
    
    0.16
    
    
    
    0.16
    
    
    
    0.16
    
    
    
    0.16
    
    
    
    3.03CASH FLOW DATA:Net cash provided by (used in):Operating activities
    
    $
    21,330
    
    
    $
    283,145
    
    
    $
    (812
    )
    
    $
    123,950
    
    
    $
    142,977Investing activities
    
    
    (40,925
    )
    
    
    (138,691
    )
    
    
    (610,322
    )
    
    
    (147,254
    )
    
    
    (421,070
    )Financing activities
    
    
    50,845
    
    
    
    (122,471
    )
    
    
    560,973
    
    
    
    27,753
    
    
    
    205,439BALANCE SHEET DATA:Cash and cash equivalents and
short-term investments
    
    $
    71,687
    
    
    $
    40,437
    
    
    $
    18,454
    
    
    $
    95,911
    
    
    $
    64,166Working capital
    
    
    990
    
    
    
    84,257
    
    
    
    250,384
    
    
    
    279,580
    
    
    
    228,779Total assets
    
    
    2,088,521
    
    
    
    2,132,789
    
    
    
    2,413,433
    
    
    
    1,581,386
    
    
    
    1,408,785Total debt
    
    
    916,305
    
    
    
    937,024
    
    
    
    1,103,569
    
    
    
    536,615
    
    
    
    498,669Total equity
    
    
    341,767
    
    
    
    431,918
    
    
    
    536,867
    
    
    
    403,922
    
    
    
    299,862
 40




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##### Table of Contents



(1)
    
    Our buy/sell arrangements involve linked purchases and sales related to refined product
contracts entered into to address location, quality or grade requirements. These buy/sell
transactions are included on a net basis in net sales in the consolidated statements of
operations and profits are recognized when the exchanged product is sold. See Note 2 to our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.(2)
    
    Gain on involuntary conversion of assets reported in 2008 of $279.7 million represents the
insurance proceeds received as a result of the Big Spring refinery fire in excess of the book
value of the assets impaired of $25.3 million and demolition and repair expenses of $25.0
million incurred through December 31, 2008.(3)
    
    Gain on disposition of assets reported in 2008 primarily reflects the recognition of all the
remaining deferred gain associated with the HEP transaction due to the termination of an
indemnification agreement with HEP. Gain on disposition of assets reported in 2007 reflects
the recognition of $7.2 million deferred gain recorded primarily in connection with the HEP
transaction. Gain on disposition of assets reported in 2006 reflects the $52.5 million gain
recognized in connection with the Amdel and White Oil transaction and the recognition of $10.8
million deferred gain recorded in connection with the HEP transaction. 41




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion of our financial condition and results of operations is provided as a
supplement to, and should be read in conjunction with, our consolidated financial statements and
the notes thereto included elsewhere in this Annual Report on Form 10-K and the other sections of
this Annual Report on Form 10-K , including Items 1 and 2 Business and Properties, and Item 6
Selected Financial Data.
 Forward-Looking Statements
    
    
    changes in general economic conditions and capital markets;
    
    changes in the underlying demand for our products;
    
    the availability, costs and price volatility of crude oil, other refinery feedstocks
and refined products;
    
    changes in the sweet/sour spread;
    
    changes in the light/heavy spread;
    
    changes in the spread between West Texas Intermediate crude oil and Light Louisiana and
Heavy Louisiana Sweet crude oils;
    
    the effects of transactions involving forward contracts and derivative instruments;
    
    actions of customers and competitors;
    
    changes in fuel and utility costs incurred by our facilities;
    
    disruptions due to equipment interruption, pipeline disruptions or failure at our or
third-party facilities;
    
    the execution of planned capital projects;
    
    adverse changes in the credit ratings assigned to our trade credit and debt
instruments;
    
    the effects of and cost of compliance with current and future state and federal
environmental, economic, safety and other laws, policies and regulations;
 42




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##### Table of Contents




    
    operating hazards, natural disasters, casualty losses and other matters beyond our
control;
    
    realization of synergies and accretion to reported earnings from our acquisition of the
Bakersfield refinery;
    
    integration of the operations and employees of the Bakersfield refinery and the timing
of such integration;
    
    the global financial crisis impact on our business and financial condition; and
    
    the other factors discussed in our Annual Report on Form 10-K for the year ended
December 31, 2010 under the caption Risk Factors.
  Overview
  Refining and Unbranded Marketing Segment.
    Asphalt Segment.
 43




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##### Table of Contents



Retail and Branded Marketing Segment.
  Summary of 2010 Developments
       44




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##### Table of Contents



2010 Operations Highlights
  
    
    Combined refinery throughput in 2010 averaged 105,868 bpd, consisting of 49,028 bpd at
the Big Spring refinery, 17,596 bpd at the California refineries, and 39,244 bpd at the
Krotz Springs refinery compared to a combined average of 139,365 bpd for the same period
last year, consisting of 59,870 bpd at the Big Spring refinery, 31,158 bpd at the
California refineries, and 48,337 bpd at the Krotz Springs refinery.
    
    Operating margin at the Big Spring refinery was $6.03 per barrel in 2010, compared to
$4.35 per barrel for the same period in 2009. Light product yields increased in 2010 due
to the operation of substantially all refinery units that were damaged in the 2008 fire.
Light product yields were approximately 89% in 2010, compared to
82% for the same period in 2009.
    
    Operating margin at the California refineries was $1.08 per barrel in 2010, compared to
$1.83 per barrel for the same period in 2009. The operating margin decreased in 2010 due
to decreased light product yields and a decrease in the West Coast 3/2/1 crack spread.
    
    Operating margin at the Krotz Springs refinery was $2.24 per barrel in 2010 compared to
$5.66 per barrel for 2009. The lower Krotz Springs refinery operating margin is due
primarily to operational effects of the extended turnaround and restart in June
2010 and a higher LLS to WTI spread.
    
    Gulf Coast 3/2/1 average crack spreads were $8.22 per barrel in 2010, compared to $7.24
per barrel for the same period in 2009. Gulf Coast 2/1/1 high sulfur diesel average crack
spreads for the year ended December 31, 2010, was $7.75 per barrel compared to $6.50 per
barrel for the same period in 2009. West Coast 3/2/1 average crack spreads for the year
ended December 31, 2010, was $13.56 per barrel compared to $13.92 per barrel for the same
period in 2009.
    
    The average sweet/sour spread for 2010 was $2.15 per barrel compared to $1.52 per
barrel for the same period in 2009. The average light/heavy spread for 2010 was $9.14 per
barrel compared to $5.46 per barrel for the same period in 2009. The average LLS to WTI
spread for 2010 was $3.35 per barrel compared to $2.57 per barrel for the same period in
2009.
    
    Asphalt margins in 2010 averaged $51.06 per ton compared to an average of $46.07 per
ton in 2009. The average blended asphalt sales price increased 16.4% from $409.88 per ton
in 2009, to $477.26 per ton in 2010, and the average non-blended asphalt sales price
increased 91.8% from $170.05 per ton in 2009 to $326.16 per ton in 2010. The blended
asphalt sales accounted for 93% of total asphalt sales in 2010 compared to 92% for 2009.
    
    In our retail and branded marketing segment, retail fuel sales gallons increased by
17.8% from 120.7 million gallons for the year ended December 31, 2009, to 142.2 million
gallons for the year ended December 31, 2010. Our branded fuel sales increased by 16.4%
from 274.1 million gallons in 2009, to 318.9 million gallons for 2010.
 45




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Major Influences on Results of Operations
 Refining and Unbranded Marketing.
       46




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Asphalt.
 Retail and Branded Marketing.
 Factors Affecting Comparability
  47




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##### Table of Contents



Big Spring Refinery Fire
    Refinery Acquisitions
   Unscheduled Turnaround and Reduced Crude Oil Throughput
  Hurricane Activity
  48




---



##### Table of Contents



HEP Transaction
  Results of Operations
 Net Sales
  Cost of Sales
 Direct Operating Expenses
 Selling, General and Administrative Expenses
 Summary Financial Tables
 49




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##### Table of Contents



ALON USA ENERGY, INC. CONSOLIDATED
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(dollars in thousands, except per share data)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    4,030,743
    
    
    $
    3,915,732
    
    
    $
    5,156,706Operating costs and expenses:Cost of sales
    
    
    3,703,416
    
    
    
    3,502,782
    
    
    
    4,853,195Direct operating expenses
    
    
    249,933
    
    
    
    265,502
    
    
    
    216,498Selling, general and administrative expenses (2)
    
    
    128,082
    
    
    
    129,446
    
    
    
    119,852Unrealized loss associated with consignment inventory (3)
    
    
    8,942
    
    
    
    
    
    
    
    Net costs associated with fire (4)
    
    
    
    
    
    
    
    
    
    
    56,854Business interruption recovery (5)
    
    
    
    
    
    
    
    
    
    
    (55,000
    )Depreciation and amortization (6)
    
    
    102,096
    
    
    
    97,247
    
    
    
    66,754Total operating costs and expenses
    
    
    4,192,469
    
    
    
    3,994,977
    
    
    
    5,258,153Gain on involuntary conversion of assets (7)
    
    
    
    
    
    
    
    
    
    
    279,680Gain (loss) on disposition of assets (8)
    
    
    945
    
    
    
    (1,591
    )
    
    
    45,244Operating income (loss)
    
    
    (160,781
    )
    
    
    (80,836
    )
    
    
    223,477Interest expense (9)
    
    
    (94,939
    )
    
    
    (111,137
    )
    
    
    (67,550
    )Equity earnings (losses) of investees
    
    
    5,439
    
    
    
    24,558
    
    
    
    (1,522
    )Gain on bargain purchase (10)
    
    
    17,480
    
    
    
    
    
    
    
    Other income, net
    
    
    9,716
    
    
    
    331
    
    
    
    1,500Income (loss) before income tax expense (benefit),
non-controlling interest in income (loss) of subsidiaries
and accumulated dividends on preferred stock of subsidiary
    
    
    (223,085
    )
    
    
    (167,084
    )
    
    
    155,905Income tax expense (benefit)
    
    
    (90,512
    )
    
    
    (64,877
    )
    
    
    62,781Income (loss) before non-controlling interest in income
(loss) of subsidiaries and accumulated dividends on
preferred stock of subsidiary
    
    
    (132,573
    )
    
    
    (102,207
    )
    
    
    93,124Non-controlling interest in income (loss) of subsidiaries
    
    
    (9,641
    )
    
    
    (8,551
    )
    
    
    5,941Accumulated dividends on preferred stock of subsidiary (11)
    
    
    
    
    
    
    21,500
    
    
    
    4,300Net income (loss) available to common stockholders
    
    $
    (122,932
    )
    
    $
    (115,156
    )
    
    $
    82,883Earnings (loss) per share, basic
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.77Weighted average shares outstanding, basic (in thousands)
    
    
    54,186
    
    
    
    46,829
    
    
    
    46,788Earnings (loss) per share, diluted
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.72Weighted average shares outstanding, diluted (in thousands)
    
    
    54,186
    
    
    
    46,829
    
    
    
    49,583Cash dividends per share
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.16CASH FLOW DATA:Net cash provided by (used in):Operating activities
    
    $
    21,330
    
    
    $
    283,145
    
    
    $
    (812
    )Investing activities
    
    
    (40,925
    )
    
    
    (138,691
    )
    
    
    (610,322
    )Financing activities
    
    
    50,845
    
    
    
    (122,471
    )
    
    
    560,973BALANCE SHEET DATA (end of period):Cash and cash equivalents
    
    $
    71,687
    
    
    $
    40,437
    
    
    $
    18,454Working capital
    
    
    990
    
    
    
    84,257
    
    
    
    250,384Total assets
    
    
    2,088,521
    
    
    
    2,132,789
    
    
    
    2,413,433Total debt
    
    
    916,305
    
    
    
    937,024
    
    
    
    1,103,569Total equity
    
    
    341,767
    
    
    
    431,918
    
    
    
    536,867OTHER DATA:Adjusted EBITDA (12)
    
    $
    (44,475
    )
    
    $
    42,891
    
    
    $
    244,965Capital expenditures (13)
    
    
    46,707
    
    
    
    81,660
    
    
    
    62,356Capital expenditures to rebuild the Big Spring refinery
    
    
    
    
    
    
    46,769
    
    
    
    362,178Capital expenditures for turnaround and chemical catalyst
    
    
    13,131
    
    
    
    24,699
    
    
    
    9,958
 50




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##### Table of Contents



(1)
    
    Includes excise taxes on sales by the retail and branded marketing segment of $54.9 million,
$47.1 million and $37.5 million for the years ended December 31, 2010, 2009 and 2008,
respectively.(2)
    
    Includes corporate headquarters selling, general and administrative expenses of $0.8 million,
$0.8 million and $0.6 million for the years ended December 31, 2010, 2009 and 2008,
respectively, which are not allocated to our three operating segments.(3)
    
    Unrealized loss associated with consignment inventory for the year ended December 31, 2010,
is a mark-to-market adjustment for the associated consigned inventory liabilities. Crude oil
consignment inventory represents inventory located at storage facilities that was sold to
third parties with an obligation by us to repurchase the inventory at then prevailing market
prices when the respective agreements end. At December 31, 2010, we had 0.7 million barrels
of crude oil inventory consigned to others with a market value of $59.5 million.(4)
    
    Includes $51.1 million of expenses incurred from pipeline commitment deficiencies, crude sale
losses and other incremental costs; $5.0 million for our third party liability insurance
deductible under the insurance policy; and depreciation for the temporarily idled facilities
of $0.8 million for the year ended December 31, 2008.(5)
    
    Business interruption recovery of $55.0 million was recorded for the year ended December 31,
2008 as a result of the Big Spring refinery fire with all insurance proceeds received in 2008
and January 2009.(6)
    
    Includes corporate depreciation and amortization of $1.4 million, $0.7 million and $0.9
million for the years ended December 31, 2010, 2009 and 2008, respectively, which are not
allocated to our three operating segments.(7)
    
    A gain on involuntary conversion of assets of $279.7 million has been recorded for the
insurance proceeds received in excess of the book value of the assets impaired of $25.3
million and demolition and repair expenses of $25.0 million incurred through December 31, 2008
as a result of the Big Spring refinery fire.(8)
    
    Gain on disposition of assets reported in 2008 primarily includes the recognition of deferred
gain recorded in connection with the contribution of certain product pipelines and terminals
to Holly Energy Partners, LP, (HEP), in March 2005 (HEP transaction). A recognized gain of
$42.9 million represented all the remaining deferred gain associated with the HEP transaction
and was due to the termination of an indemnification agreement with HEP.(9)
    
    Interest expense for the year ended December 31, 2010 includes a charge of $6.7 million for
the write-off of debt issuance costs associated with our prepayment of the ARKS revolving
credit facility. Interest expense for the year ended December 31, 2009, includes $20.5
million of unamortized debt issuance costs written off as a result of prepayments of $163.8
million of term debt in October 2009. Interest expense for 2009 also includes $5.7 million
related to the liquidation of the heating oil hedge in the second quarter of 2009.(10)
    
    In connection with the Bakersfield refinery acquisition, the acquisition date fair value of
the identifiable net assets acquired exceeded the fair value of the consideration transferred,
resulting in a $17.5 million bargain purchase gain.(11)
    
    Accumulated dividends on preferred stock of subsidiary for year ended December 31, 2009,
represent dividends of $12.9 million for the conversion of the preferred stock into Alon
common stock. Also included for the year ended December 31, 2009, is $8.6 million of
accumulated dividends through December 31, 2009.(12)
    
    See  Reconciliation of Amounts Reported Under Generally Accepted Accounting Principles
for information regarding our definition of Adjusted EBITDA, its limitations as an analytical
tool and a reconciliation of net income (loss) available to common stockholders to Adjusted
EBITDA for the periods presented.(13)
    
    Includes corporate capital expenditures of $2.3 million, $3.7 million and $1.2 million for
the years ended December 31, 2010, 2009 and 2008, respectively, which are not allocated to our
three operating segments. 51




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##### Table of Contents



REFINING AND UNBRANDED MARKETING SEGMENT
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(dollars in thousands, except per barrel data andpricing statistics)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    3,454,115
    
    
    $
    3,359,043
    
    
    $
    4,551,769Operating costs and expenses:Cost of sales
    
    
    3,302,829
    
    
    
    3,117,528
    
    
    
    4,505,094Direct operating expenses
    
    
    205,838
    
    
    
    221,378
    
    
    
    173,142Selling, general and administrative expenses
    
    
    22,764
    
    
    
    29,376
    
    
    
    17,784Unrealized loss associated with consignment inventory (2)
    
    
    8,942
    
    
    
    
    
    
    
    Net costs associated with fire (3)
    
    
    
    
    
    
    
    
    
    
    56,854Business interruption recovery (4)
    
    
    
    
    
    
    
    
    
    
    (55,000
    )Depreciation and amortization
    
    
    80,401
    
    
    
    76,252
    
    
    
    50,047Total operating costs and expenses
    
    
    3,620,774
    
    
    
    3,444,534
    
    
    
    4,747,921Gain on involuntary conversion of assets (5)
    
    
    
    
    
    
    
    
    
    
    279,680Gain (loss) on disposition of assets (6)
    
    
    659
    
    
    
    (1,042
    )
    
    
    45,244Operating income (loss)
    
    $
    (166,000
    )
    
    $
    (86,533
    )
    
    $
    128,772KEY OPERATING STATISTICS AND OTHER DATA:Per barrel of throughput:Refinery operating margin  Big Spring (7)
    
    $
    6.03
    
    
    $
    4.35
    
    
    $
    (3.18
    )Refinery operating margin  CA Refineries (7)
    
    
    1.08
    
    
    
    1.83
    
    
    
    1.65Refinery operating margin  Krotz Springs (7)
    
    
    2.24
    
    
    
    5.66
    
    
    
    7.25Refinery direct operating expense  Big Spring (8)
    
    
    5.06
    
    
    
    4.21
    
    
    
    4.40Refinery direct operating expense  CA Refineries (8)
    
    
    7.73
    
    
    
    4.82
    
    
    
    5.81Refinery direct operating expense  Krotz Springs (8)
    
    
    4.36
    
    
    
    4.22
    
    
    
    4.30Capital expenditures
    
    
    38,136
    
    
    
    71,555
    
    
    
    57,576Capital expenditures to rebuild the Big Spring refinery
    
    
    
    
    
    
    46,769
    
    
    
    362,178Capital expenditures for turnaround and chemical catalyst
    
    
    13,131
    
    
    
    24,699
    
    
    
    9,958PRICING STATISTICS:WTI crude oil (per barrel)
    
    $
    79.41
    
    
    $
    61.82
    
    
    $
    99.56WTS crude oil (per barrel)
    
    
    77.26
    
    
    
    60.30
    
    
    
    95.78MAYA crude oil (per barrel)
    
    
    70.27
    
    
    
    56.36
    
    
    
    83.93LLS crude oil (per barrel)
    
    
    82.76
    
    
    
    64.39
    
    
    
    102.24Crack spreads (3/2/1) (per barrel):Gulf Coast
    
    $
    8.22
    
    
    $
    7.24
    
    
    $
    10.47Group III
    
    
    9.49
    
    
    
    8.10
    
    
    
    11.15West Coast
    
    
    13.56
    
    
    
    13.92
    
    
    
    15.80Crack spreads (2/1/1) (per barrel):Gulf Coast high sulfur diesel
    
    $
    7.75
    
    
    $
    6.50
    
    
    $
    11.28Crude oil differentials (per barrel):WTI less WTS
    
    $
    2.15
    
    
    $
    1.52
    
    
    $
    3.78WTI less MAYA
    
    
    9.14
    
    
    
    5.46
    
    
    
    15.63LLS less WTI
    
    
    3.35
    
    
    
    2.57
    
    
    
    2.68Product price (dollars per gallon):Gulf Coast unleaded gasoline
    
    
    2.052
    
    
    
    1.635
    
    
    
    2.471Gulf Coast ultra-low sulfur diesel
    
    
    2.156
    
    
    
    1.664
    
    
    
    2.918Gulf Coast high sulfur diesel
    
    
    2.099
    
    
    
    1.619
    
    
    
    2.808Group III unleaded gasoline
    
    
    2.087
    
    
    
    1.662
    
    
    
    2.481Group III ultra-low sulfur diesel
    
    
    2.176
    
    
    
    1.670
    
    
    
    2.945West Coast LA CARBOB (unleaded gasoline)
    
    
    2.214
    
    
    
    1.852
    
    
    
    2.679West Coast LA ultra-low sulfur diesel
    
    
    2.212
    
    
    
    1.706
    
    
    
    2.883Natural gas (per MMBTU)
    
    $
    4.38
    
    
    $
    4.16
    
    
    $
    8.90
 52




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##### Table of Contents



Year Ended December 31,THROUGHPUT AND PRODUCTION DATA:
    
    2010
    
    
    2009
    
    
    2008Big Spring refinery
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Sour crude
    
    
    39,349
    
    
    
    80.2
    
    
    
    48,340
    
    
    
    80.8
    
    
    
    31,654
    
    
    
    83.8Sweet crude
    
    
    7,288
    
    
    
    14.9
    
    
    
    9,238
    
    
    
    15.4
    
    
    
    4,270
    
    
    
    11.3Blendstocks
    
    
    2,391
    
    
    
    4.9
    
    
    
    2,292
    
    
    
    3.8
    
    
    
    1,869
    
    
    
    4.9Total refinery throughput (9)
    
    
    49,028
    
    
    
    100.0
    
    
    
    59,870
    
    
    
    100.0
    
    
    
    37,793
    
    
    
    100.0Refinery production:Gasoline
    
    
    24,625
    
    
    
    50.7
    
    
    
    26,826
    
    
    
    45.0
    
    
    
    14,266
    
    
    
    38.4Diesel/jet
    
    
    15,869
    
    
    
    32.7
    
    
    
    19,136
    
    
    
    32.2
    
    
    
    10,439
    
    
    
    28.2Asphalt
    
    
    2,827
    
    
    
    5.8
    
    
    
    5,289
    
    
    
    8.9
    
    
    
    4,850
    
    
    
    13.1Petrochemicals
    
    
    2,939
    
    
    
    6.0
    
    
    
    2,928
    
    
    
    4.9
    
    
    
    1,221
    
    
    
    3.3Other
    
    
    2,341
    
    
    
    4.8
    
    
    
    5,327
    
    
    
    9.0
    
    
    
    6,298
    
    
    
    17.0Total refinery production (10)
    
    
    48,601
    
    
    
    100.0
    
    
    
    59,506
    
    
    
    100.0
    
    
    
    37,074
    
    
    
    100.0Refinery utilization (11)
    
    
    
    
    
    
    68.2
    %
    
    
    
    
    
    
    82.3
    %
    
    
    
    
    
    
    52.3
    %
 Year Ended December 31,THROUGHPUT AND PRODUCTION DATA:
    
    2010
    
    
    2009
    
    
    2008California refineries (A)
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Medium sour crude
    
    
    3,502
    
    
    
    19.9
    
    
    
    13,408
    
    
    
    43.0
    
    
    
    8,014
    
    
    
    25.8Heavy crude
    
    
    13,688
    
    
    
    77.8
    
    
    
    17,420
    
    
    
    55.9
    
    
    
    22,590
    
    
    
    72.6Blendstocks
    
    
    406
    
    
    
    2.3
    
    
    
    330
    
    
    
    1.1
    
    
    
    495
    
    
    
    1.6Total refinery throughput (9)
    
    
    17,596
    
    
    
    100.0
    
    
    
    31,158
    
    
    
    100.0
    
    
    
    31,099
    
    
    
    100.0Refinery production:Gasoline
    
    
    2,629
    
    
    
    15.4
    
    
    
    4,920
    
    
    
    16.2
    
    
    
    4,141
    
    
    
    13.7Diesel/jet
    
    
    3,704
    
    
    
    21.6
    
    
    
    7,123
    
    
    
    23.5
    
    
    
    7,481
    
    
    
    24.8Asphalt
    
    
    5,919
    
    
    
    34.6
    
    
    
    8,976
    
    
    
    29.5
    
    
    
    9,214
    
    
    
    30.5Light unfinished
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    0.4
    
    
    
    
    
    
    
    Heavy unfinished
    
    
    4,483
    
    
    
    26.2
    
    
    
    8,813
    
    
    
    29.0
    
    
    
    9,182
    
    
    
    30.4Other
    
    
    372
    
    
    
    2.2
    
    
    
    418
    
    
    
    1.4
    
    
    
    192
    
    
    
    0.6Total refinery production (10)
    
    
    17,107
    
    
    
    100.0
    
    
    
    30,367
    
    
    
    100.0
    
    
    
    30,210
    
    
    
    100.0Refinery utilization (11)
    
    
    
    
    
    
    25.9
    %
    
    
    
    
    
    
    46.2
    %
    
    
    
    
    
    
    46.3
    %
 Year Ended December 31,THROUGHPUT AND PRODUCTION DATA:
    
    2010
    
    
    2009
    
    
    2008Krotz Springs refinery (B)
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %Refinery throughput:Light sweet crude
    
    
    23,810
    
    
    
    60.7
    
    
    
    22,942
    
    
    
    47.5
    
    
    
    43,361
    
    
    
    74.5Heavy sweet crude
    
    
    14,535
    
    
    
    37.0
    
    
    
    22,258
    
    
    
    46.0
    
    
    
    11,979
    
    
    
    20.6Blendstocks
    
    
    899
    
    
    
    2.3
    
    
    
    3,137
    
    
    
    6.5
    
    
    
    2,844
    
    
    
    4.9Total refinery throughput (9)
    
    
    39,244
    
    
    
    100.0
    
    
    
    48,337
    
    
    
    100.0
    
    
    
    58,184
    
    
    
    100.0Refinery production:Gasoline
    
    
    15,812
    
    
    
    40.1
    
    
    
    22,264
    
    
    
    45.4
    
    
    
    25,195
    
    
    
    42.8Diesel/jet
    
    
    18,986
    
    
    
    48.2
    
    
    
    21,318
    
    
    
    43.4
    
    
    
    26,982
    
    
    
    45.9Heavy oils
    
    
    1,515
    
    
    
    3.8
    
    
    
    1,238
    
    
    
    2.5
    
    
    
    1,402
    
    
    
    2.4Other
    
    
    3,107
    
    
    
    7.9
    
    
    
    4,258
    
    
    
    8.7
    
    
    
    5,258
    
    
    
    8.9Total refinery production (10)
    
    
    39,420
    
    
    
    100.0
    
    
    
    49,078
    
    
    
    100.0
    
    
    
    58,837
    
    
    
    100.0Refinery utilization (11)
    
    
    
    
    
    
    46.1
    %
    
    
    
    
    
    
    65.3
    %
    
    
    
    
    
    
    66.6
    %
 
 (A)
    
    The throughput data for the year ended December 31, 2010, reflects eleven months of
throughput as the California refineries were shutdown in December to redeploy resources for
the integration of the Bakersfield refinery acquired in June 2010.(B)
    
    The throughput data for the year ended December 31, 2010, reflects substantially seven months
of operations beginning in June 2010 due to the restart of the Krotz Springs refinery after
major turnaround activity. Throughput data for the year ended December 31, 2008 includes
our Krotz Springs refinery for the period from July 1, 2008 through December 31, 2008. 53




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##### Table of Contents



(1)
    
    Net sales include intersegment sales to our asphalt and retail and branded marketing
segments at prices which are intended to approximate wholesale market prices. These
intersegment sales are eliminated through consolidation of our financial statements.(2)
    
    Unrealized loss associated with consignment inventory for the year ended December 31, 2010,
is a mark-to-market adjustment for the associated consigned inventory liabilities. Crude oil
consignment inventory represents inventory located at storage facilities that was sold to
third parties with an obligation by us to repurchase the inventory at then prevailing market
prices when the respective agreements end. At December 31, 2010, we had 0.7 million barrels
of crude oil consigned to others with a market value of 59.5 million.(3)
    
    Includes $51.1 million of expenses incurred from pipeline commitment deficiencies, crude sale
losses and other incremental costs; $5.0 million for our third party liability insurance
deductible under the insurance policy; and depreciation for the temporarily idled facilities
of $0.8 million for the year ended December 31, 2008.(4)
    
    Business interruption recovery of $55.0 million was recorded for the year ended December 31,
2008 as a result of the Big Spring refinery fire with all insurance proceeds being received in
2008 and January 2009.(5)
    
    A gain on involuntary conversion of assets of $279.7 million has been recorded for the
insurance proceeds received in excess of the book value of the assets impaired of $25.3
million and demolition and repair expenses of $25.0 million incurred through December 31, 2008
as a result of the Big Spring refinery fire.(6)
    
    Gain on disposition of assets reported in 2008 primarily includes the recognition of deferred
gain recorded in connection with the HEP transaction. A recognized gain of $42.9 million
represented all the remaining deferred gain associated with the HEP transaction and was due to
the termination of an indemnification agreement with HEP.(7)
    
    Refinery operating margin is a per barrel measurement calculated by dividing the margin
between net sales and cost of sales (exclusive of substantial unrealized hedge positions and
inventory adjustments related to acquisitions) attributable to each refinery by the refinerys
throughput volumes. Industry-wide refining results are driven and measured by the margins
between refined product prices and the prices for crude oil, which are referred to as crack
spreads. We compare our refinery operating margins to these crack spreads to assess our
operating performance relative to other participants in our industry.The refinery operating margin for the year ended December 31, 2010, excludes a benefit of $4.5 million to cost of
sales for inventory adjustments related to the Bakersfield refinery acquisition. There were
unrealized hedging gains of $4.2 million for the year ended December 31, 2008, for the
California refineries. For the Krotz Springs refinery, there were unrealized hedging gains of
$25.6 million for the year ended December 31, 2009, and unrealized hedging gains of $117.5
million for the for the six months ended December 31, 2008. The 2008 refinery operating margin
for the Krotz Springs refinery also excludes a charge of $127.4 million to cost of sales for
inventory adjustments related to the acquisition. Additionally, the Krotz Springs refinery
margin for 2009 excludes realized gains related to the unwind of the heating oil crack spread
hedge of $139.3 million.(8)
    
    Refinery direct operating expense is a per barrel measurement calculated by dividing direct
operating expenses at our Big Spring, California, and Krotz Springs refineries, exclusive of
depreciation and amortization, by the applicable refinerys total throughput volumes. Direct
operating expenses related to the Bakersfield refinery of $3.4 million for the year ended
December 31, 2010, has been excluded from the per barrel measurement.(9)
    
    Total refinery throughput represents the total barrels per day of crude oil and blendstock
inputs in the refinery production process.(10)
    
    Total refinery production represents the barrels per day of various products produced from
processing crude and other refinery feedstocks through the crude units and other conversion
units at the refineries.(11)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
throughput capacity, excluding planned periods of downtime for maintenance and turnarounds. 54




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##### Table of Contents



ASPHALT SEGMENT
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(dollars in thousands, except per ton data)STATEMENT OF OPERATIONS DATA:Net sales
    
    $
    399,334
    
    
    $
    440,915
    
    
    $
    647,221Operating costs and expenses:Cost of sales (1)
    
    
    355,272
    
    
    
    386,050
    
    
    
    499,992Direct operating expenses
    
    
    44,095
    
    
    
    44,124
    
    
    
    43,356Selling, general and administrative expenses
    
    
    5,542
    
    
    
    4,588
    
    
    
    4,292Depreciation and amortization
    
    
    6,875
    
    
    
    6,807
    
    
    
    2,139Total operating costs and expenses
    
    
    411,784
    
    
    
    441,569
    
    
    
    549,779Operating income (loss)
    
    $
    (12,450
    )
    
    $
    (654
    )
    
    $
    97,442KEY OPERATING STATISTICS AND OTHER DATA:Number of terminals (end of period)
    
    
    12
    
    
    
    12
    
    
    
    12Blended asphalt sales volume (tons in thousands) (2)
    
    
    780
    
    
    
    994
    
    
    
    1,210Non-blended asphalt sales volume (tons in thousands) (3)
    
    
    83
    
    
    
    197
    
    
    
    88Blended asphalt sales price per ton (2)
    
    $
    477.26
    
    
    $
    409.88
    
    
    $
    511.95Non-blended asphalt sales price per ton (3)
    
    
    326.16
    
    
    
    170.05
    
    
    
    315.48Asphalt margin per ton (4)
    
    
    51.06
    
    
    
    46.07
    
    
    
    113.43Capital expenditures
    
    $
    1,557
    
    
    $
    2,579
    
    
    $
    644
 
 (1)
    
    Cost of sales includes intersegment purchases of asphalt blends from our refining and
unbranded marketing segment at prices which approximate wholesale market prices. These
intersegment purchases are eliminated through consolidation of our financial statements.(2)
    
    Blended asphalt represents base asphalt that has been blended with other materials necessary
to sell the asphalt as a finished product.(3)
    
    Non-blended asphalt represents base material asphalt and other components that require
additional blending before being sold as a finished product.(4)
    
    Asphalt margin is a per ton measurement calculated by dividing the margin between net sales
and cost of sales by the total sales volume. Asphalt margins are used in the asphalt industry
to measure operating results related to asphalt sales. 55




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##### Table of Contents



RETAIL AND BRANDED MARKETING SEGMENT
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(dollars in thousands, except per gallon data)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    1,044,851
    
    
    $
    808,221
    
    
    $
    1,227,319Operating costs and expenses:Cost of sales (2)
    
    
    912,872
    
    
    
    691,651
    
    
    
    1,117,712Selling, general and administrative expenses
    
    
    99,024
    
    
    
    94,725
    
    
    
    97,172Depreciation and amortization
    
    
    13,440
    
    
    
    13,464
    
    
    
    13,674Total operating costs and expenses
    
    
    1,025,336
    
    
    
    799,840
    
    
    
    1,228,558Gain (loss) on disposition of assets
    
    
    286
    
    
    
    (549
    )
    
    
    Operating income (loss)
    
    $
    19,801
    
    
    $
    7,832
    
    
    $
    (1,239
    )KEY OPERATING STATISTICS AND OTHER DATA:Branded fuel sales (thousands of gallons) (3)
    
    
    318,935
    
    
    
    274,101
    
    
    
    339,100Branded fuel margin (cents per gallon) (3)
    
    
    6.2
    
    
    
    5.8
    
    
    
    2.8Number of stores (end of period)
    
    
    304
    
    
    
    308
    
    
    
    306Retail fuel sales (thousands of gallons)
    
    
    142,155
    
    
    
    120,697
    
    
    
    96,974Retail fuel sales (thousands of gallons per site per month) (4)
    
    
    39
    
    
    
    33
    
    
    
    27Retail fuel margin (cents per gallon) (5)
    
    
    12.9
    
    
    
    13.9
    
    
    
    19.7Retail fuel sales price (dollar per gallon) (6)
    
    $
    2.70
    
    
    $
    2.29
    
    
    $
    3.26Merchandise sales
    
    $
    281,674
    
    
    $
    268,785
    
    
    $
    261,144Merchandise sales (per site per month) (4)
    
    
    77
    
    
    
    73
    
    
    
    72Merchandise margin (7)
    
    
    31.9
    %
    
    
    30.7
    %
    
    
    30.9
    %Capital expenditures
    
    $
    4,679
    
    
    $
    3,822
    
    
    $
    2,928
 
 (1)
    
    Includes excise taxes on sales by the retail and branded marketing segment of $54.9 million,
$47.1 million and $37.5 million for the years ended December 31, 2010, 2009 and 2008,
respectively. Net sales also includes royalty and related net credit card fees of $4.2
million, $1.4 million and $0.3 million for the years ended December 31, 2010, 2009 and 2008,
respectively.(2)
    
    Cost of sales includes intersegment purchases of motor fuels from our refining and unbranded
marketing segment at prices which approximate wholesale market prices. These intersegment
purchases are eliminated through consolidation of our financial statements.(3)
    
    Branded fuel sales represent branded fuel sales to our wholesale marketing customers
that are primarily supplied by the Big Spring refinery. The branded fuels that are not
supplied by the Big Spring refinery are obtained from third-party suppliers. Due to the fire
on February 18, 2008 at the Big Spring refinery, more fuel was purchased from third-party
suppliers in 2008. The branded fuel sales margin represents the margin between the net sales and cost
of sales attributable to our branded fuel sales volume, expressed on a cents-per-gallon basis.(4)
    
    Retail fuel and merchandise sales per site for 2009 were calculated using 306 stores for
eleven months and 308 stores for one month.(5)
    
    Retail fuel margin represents the difference between motor fuel sales revenue and the net
cost of purchased motor fuel, including transportation costs and associated motor fuel taxes,
expressed on a cents-per-gallon basis. Motor fuel margins are frequently used in the retail
industry to measure operating results related to motor fuel sales.(6)
    
    Retail fuel sales price per gallon represents the average sales price for motor fuels sold
through our retail convenience stores.(7)
    
    Merchandise margin represents the difference between merchandise sales revenues and the
delivered cost of merchandise purchases, net of rebates and commissions, expressed as a
percentage of merchandise sales revenues. Merchandise margins, also referred to as in-store
margins, are commonly used in the retail industry to measure in-store, or non-fuel, operating
results. 56




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##### Table of Contents



Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 Net Sales
 Consolidated.
 Refining and Unbranded Marketing Segment.
   Asphalt Segment
 Retail and Branded Marketing Segment
 Cost of Sales
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 57




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Retail and Branded Marketing Segment
 Direct Operating Expenses
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 Selling, General and Administrative Expenses
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 Retail and Branded Marketing Segment
 Depreciation and Amortization
  Operating Income (Loss)
 Consolidated
 Refining and Unbranded Marketing Segment
 58




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##### Table of Contents



Asphalt Segment
 Retail and Branded Marketing Segment
 Interest Expense
  Gain from Bargain Purchase
  Income Tax Benefit
  Non-controlling Interest in Loss of Subsidiaries
  Net Loss Available to Common Stockholders
  Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Net Sales
 Consolidated.
 59




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##### Table of Contents



Refining and Unbranded Marketing Segment.
   Asphalt Segment
 Retail and Branded Marketing Segment
 Cost of Sales
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 60




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##### Table of Contents



Retail and Branded Marketing Segment
 Direct Operating Expenses
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 Selling, General and Administrative Expenses
 Consolidated
 Refining and Unbranded Marketing Segment
 Asphalt Segment
 Retail and Branded Marketing Segment
 Depreciation and Amortization
  61




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##### Table of Contents



Operating Income (Loss)
 Consolidated
 Refining and Unbranded Marketing Segment
  Asphalt Segment
 Retail and Branded Marketing Segment
 Interest Expense
  Income Tax Expense (Benefit)
  Non-controlling Interest in Income (Loss) of Subsidiaries
  62




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##### Table of Contents



Accumulated Dividends on Preferred Stock of Subsidiary
  Net Income (Loss) Available to Common Stockholders
  Liquidity and Capital Resources
     Cash Flow
  Year Ended December 312010
    
    
    2009
    
    
    2008(dollars in thousands)Cash provided by (used in):Operating activities
    
    $
    21,330
    
    
    $
    283,145
    
    
    $
    (812
    )Investing activities
    
    
    (40,925
    )
    
    
    (138,691
    )
    
    
    (610,322
    )Financing activities
    
    
    50,845
    
    
    
    (122,471
    )
    
    
    560,973Net increase (decrease) in cash and cash equivalents
    
    $
    31,250
    
    
    $
    21,983
    
    
    $
    (50,161
    )
 Cash Flows Provided By (Used in) Operating Activities
  63




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Cash Flows Used In Investing Activities
   Cash Flows Provided By (Used In) Financing Activities
   Cash and Cash Equivalents
   64




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##### Table of Contents



Credit Facilities
 Alon USA Energy, Inc. Credit Facilities
 Term Loan Credit Facility
     Letter of Credit Facility.
 Alon USA, LP Credit Facility
 Revolving Credit Facility.
    65




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##### Table of Contents



Paramount Petroleum Corporation Credit Facility
 Revolving Credit Facility.
     Alon Refining Krotz Springs, Inc. Credit Facilities
 Senior Secured Notes.
    Short-Term Credit Facility.
 66




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##### Table of Contents



Revolving Credit Facility.
  Retail Credit Facilities
 Term Credit Agreement
       Other Retail Related Credit Facilities
  Capital Spending
  67




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##### Table of Contents



2011
    
    
    2012(dollars in thousands)Refining and Unbranded Marketing Segment:Sustaining maintenance
    
    $
    25,642
    
    
    $
    69,670Growth/profit improvement/other
    
    
    48,186
    
    
    
    11,450Chemical catalyst and turnaround
    
    
    10,264
    
    
    
    13,820Total
    
    
    84,092
    
    
    
    94,940Asphalt Segment:Sustaining maintenance
    
    
    3,596
    
    
    
    4,887Growth/profit improvement
    
    
    2,073
    
    
    
    2,614Total
    
    
    5,669
    
    
    
    7,501Retail and Branded Marketing Segment:Sustaining maintenance
    
    
    7,102
    
    
    
    4,655Growth/profit improvement
    
    
    9,312
    
    
    
    5,500Total
    
    
    16,414
    
    
    
    10,155Corporate Segment:Sustaining
    
    
    2,774
    
    
    
    2,390Total Capital Expenditures
    
    $
    108,949
    
    
    $
    114,986
 Turnaround and Chemical Catalyst Costs
  2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015(dollars in thousands)Scheduled turnaround costs
    
    $
    1,170
    
    
    $
    5,500
    
    
    $
    9,000
    
    
    $
    18,300
    
    
    $
    15,400Chemical catalyst costs
    
    
    9,094
    
    
    
    8,320
    
    
    
    11,074
    
    
    
    16,501
    
    
    
    9,148Total
    
    $
    10,264
    
    
    $
    13,820
    
    
    $
    20,074
    
    
    $
    34,801
    
    
    $
    24,548
 Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    Total(dollars in thousands)Long-term debt obligations
    
    $
    11,512
    
    
    $
    624,355
    
    
    $
    280,169
    
    
    $
    269
    
    
    $
    916,305Operating lease obligations
    
    
    36,385
    
    
    
    51,071
    
    
    
    24,568
    
    
    
    43,390
    
    
    
    155,414Pipelines and Terminals Agreement (1)
    
    
    31,324
    
    
    
    64,487
    
    
    
    66,889
    
    
    
    139,037
    
    
    
    301,737Other commitments (2)
    
    
    3,741
    
    
    
    7,482
    
    
    
    7,482
    
    
    
    23,379
    
    
    
    42,084Total obligations
    
    $
    82,962
    
    
    $
    747,395
    
    
    $
    379,108
    
    
    $
    206,075
    
    
    $
    1,415,540
 
 (1)
    
    Balances represent the minimum committed volume multiplied by the tariff and terminal rates
pursuant to the terms of the Pipelines and Terminals Agreement with HEP, as well as our
minimum requirements with Sunoco.(2)
    
    Other commitments include refinery maintenance services costs.   68




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Inventory
 Environmental and Other Loss Contingencies
 Turnarounds and Chemical Catalyst Costs
 Impairment of Long-Lived Assets Property, Plant, and Equipment
 69




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Deferred Income Taxes
 Asset Retirement Obligations Asset Retirement Obligations
  Goodwill and Intangible Assets
  Reconciliation of Amounts Reported Under Generally Accepted Accounting Principles
 Reconciliation of Adjusted EBITDA to amounts reported under generally accepted accounting
principles in financial statements.
  70




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
    
    Adjusted EBITDA does not reflect our cash expenditures or future requirements for
capital expenditures or contractual commitments;
    
    Adjusted EBITDA does not reflect the interest expense or the cash requirements
necessary to service interest or principal payments on our debt;
    
    Adjusted EBITDA does not reflect the prior claim that non-controlling interest have
on the income generated by non-wholly-owned subsidiaries;
    
    Adjusted EBITDA does not reflect changes in or cash requirements for our working
capital needs; and
    
    Our calculation of Adjusted EBITDA may differ from EBITDA calculations of other
companies in our industry, limiting its usefulness as a comparative measure.
   For the Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Net income (loss) available to common stockholders
    
    $
    (122,932
    )
    
    $
    (115,156
    )
    
    $
    82,883Non-controlling interest in income (loss) of
subsidiaries (including accumulated dividends on
preferred stock of subsidiary)
    
    
    (9,641
    )
    
    
    12,949
    
    
    
    10,241Income tax expense (benefit)
    
    
    (90,512
    )
    
    
    (64,877
    )
    
    
    62,781Interest expense
    
    
    94,939
    
    
    
    111,137
    
    
    
    67,550Depreciation and amortization
    
    
    102,096
    
    
    
    97,247
    
    
    
    66,754Gain on bargain purchase
    
    
    (17,480
    )
    
    
    
    
    
    
    (Gain) loss on disposition of assets
    
    
    (945
    )
    
    
    1,591
    
    
    
    (45,244
    )Adjusted EBITDA
    
    $
    (44,475
    )
    
    $
    42,891
    
    
    $
    244,965
  71




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Quantitative and Qualitative Disclosure About Market Risk
  Commodity Price Risk
      Contract VolumeDescription of Activity
    
    (in barrels)
    
    
    Wtd Avg Price
    
    
    Wtd Avg Price
    
    
    Contract Value
    
    
    Fair Value
    
    
    Gain (Loss)(in thousands)Forwards  long (Crude)
    
    
    101,475
    
    
    
    91.93
    
    
    
    
    
    
    $
    9,329
    
    
    $
    9,552
    
    
    $
    223Forwards  short (Crude)
    
    
    (143,466
    )
    
    
    
    
    
    
    91.93
    
    
    
    (13,189
    )
    
    
    (13,505
    )
    
    
    (316
    )Forwards  long (Gasoline)
    
    
    168,731
    
    
    
    94.00
    
    
    
    
    
    
    
    15,861
    
    
    
    16,535
    
    
    
    674Forwards  short (Gasoline)
    
    
    (25,000
    )
    
    
    
    
    
    
    98.46
    
    
    
    (2,461
    )
    
    
    (2,519
    )
    
    
    (58
    )Forwards  short (Slurry)
    
    
    (36,999
    )
    
    
    
    
    
    
    69.71
    
    
    
    (2,579
    )
    
    
    (2,628
    )
    
    
    (49
    )Forwards  long (Catfeed)
    
    
    9,641
    
    
    
    91.54
    
    
    
    
    
    
    
    883
    
    
    
    919
    
    
    
    36Forwards  short (Slop)
    
    
    (10,976
    )
    
    
    
    
    
    
    79.23
    
    
    
    (870
    )
    
    
    (893
    )
    
    
    (23
    )Forwards  long (Diesel)
    
    
    299,229
    
    
    
    100.99
    
    
    
    
    
    
    
    30,219
    
    
    
    31,257
    
    
    
    1,038Forwards  short (Diesel)
    
    
    (50,012
    )
    
    
    
    
    
    
    101.03
    
    
    
    (5,053
    )
    
    
    (5,218
    )
    
    
    (165
    )Futures  short (Gasoline)
    
    
    (22,000
    )
    
    
    
    
    
    
    106.06
    
    
    
    (2,188
    )
    
    
    (2,334
    )
    
    
    (146
    )
 72




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##### Table of Contents



Contract Volume
    
    
    Wtd Avg
    
    
    Wtd AvgDescription of Activity
    
    (in barrels)
    
    
    Contract Spread
    
    
    Market Spread
    
    
    Contract Value
    
    
    Fair Value
    
    
    Gain (Loss)(in thousands)Futures  swaps (Heating Oil)
    
    
    218,800
    
    
    
    11.38
    
    
    
    8.26
    
    
    $
    2,489
    
    
    $
    1,808
    
    
    $
    (681
    )Futures  calls (Heating oil)
    
    
    (3,008,500
    )
    
    
    13.43
    
    
    
    14.49
    
    
    
    (40,394
    )
    
    
    (43,581
    )
    
    
    (3,187
    )
 Interest Rate Risk
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  73




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##### Table of Contents



Certifications
  
 ITEM 9B. OTHER INFORMATION.
    74




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  75




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    Consolidated Financial Statements and Schedule, see Index to Consolidated Financial
Statements and Schedule on page F-1.
 (a)
    
    Schedule II  Valuation and Qualifying accounts is included in the Notes to Consolidated
Financial Statements.
 (2)
    
    Exhibits: Reference is made to the Index of Exhibits immediately preceding the exhibits
hereto, which index is incorporated herein by reference.
 Exhibit No.
    
    Description of Exhibit3.1
    
    Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by
reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No.
333-124797).3.2
    
    Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit
3.2 to Form S-1/A, filed by the Company on July 14, 2005, SEC File No. 333-124797).4.1
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).4.2
    
    Specimen 8.50% Series A Convertible Preferred Stock Certificate. (incorporated by reference
to Exhibit 4.4 to Form 10-Q, filed by the Company on November 9, 2010).4.3
    
    Indenture, dated as of October 22, 2009, by and among Alon Refining Krotz Springs, Inc. and
Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K,
filed by the Company on October 23, 2009, SEC File No. 001-32567).4.4
    
    Form of Certificate of Designation of the 8.75% Series A Convertible Preferred Stock
(incorporated by reference to Exhibit 4.3 to Form 10-Q filed by Alon on November 9, 2010,
SEC File No. 001-32567).10.1
    
    Trademark License Agreement, dated as of July 31, 2000, among Finamark, Inc., Atofina
Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.2
    
    First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark,
Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.3
    
    Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and
Alon USA, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company
on February 2, 2008, SEC File No. 001-32567).10.4
    
    Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and
American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.5
    
    Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and
between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference
to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007).10.6
    
    Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P.,
Holly Energy Partners Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company, Alon
USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc.
and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).
 76




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.7
    
    Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and
Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by
the Company on May 11, 2005, SEC File No. 333-124797).10.8
    
    Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and
Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on
February 5, 2008, SEC File No. 001-32567).10.9
    
    Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience
Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.10
    
    Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS
Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.11
    
    Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and
Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.12
    
    Registration Rights Agreement, dated October 22, 2009, between Alon Refining Krotz Springs,
Inc. and Jefferies & Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K,
filed by the Company on October 23, 2009, SEC File No. 001-32567).10.13
    
    Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.2 to Form 8-K, filed by the Company on June 26, 2006, SEC File
No. 001-32567).10.14
    
    First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.25 to Form 10-K, filed by the Company on March 15, 2007 SEC File
No. 001-32567).10.15
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor
companies and financial institutions from time to time named therein (incorporated by
reference to Exhibit 10.2 to Form 8-K, filed by the Company on March 5, 2007, SEC File No.
001-32567).10.16
    
    Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc.,
Alon USA, LP, the guarantor companies and financial institutions named therein, Israel
Discount Bank of New York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to
Form 8-K, filed by the Company on July 20, 2007, SEC File No. 001-32567).10.17
    
    Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2, 2008, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.4 to Form 8-K, filed by the Company on July 10, 2008, SEC File
No. 001-32567).10.18
    
    Fifth Amendment to Amended Revolving Credit Agreement, dated as of July 31, 2009, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on August 6, 2009, SEC File
No. 001-32567).
 77




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.19
    
    Sixth Amendment to Amended Revolving Credit Agreement, dated as of May 10, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on May 10, 2010, SEC File
No. 001-32567).10.20
    
    Seventh Amendment to Amended Revolving Credit Agreement, dated as of June 1, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 9, 2010, SEC File
No. 001-32567).10.21
    
    Eighth Amendment to Amended Revolving Credit Agreement, dated as of June 16, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on August 9, 2010, SEC File
No. 001-32567).10.22
    
    Ninth Amendment to Amended
Revolving Credit Agreement, dated as of February 22, 2011, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein.10.23
    
    Revolving Credit Line Agreement, dated March 9, 2010, by and between Alon and Israel
Discount Bank of New York (incorporated by reference to Exhibit 10.96 to Form 10-K, filed by
the Company on March 16, 2010, SEC File No. 001-32567).10.24
    
    Amendment and Waiver, dated
February 24, 2011, to Revolving Credit Line Agreement, dated March 9,
2001, among Alon and Israel Discount Bank of New York.10.25
    
    Credit Agreement, dated March 15, 2010 (as amended, supplemented or otherwise modified from
time to time), among Alon Refining Krotz Springs, Inc., each other party joined as a
borrower thereunder from time to time, the Lenders party thereto, and Bank Hapoalim B.M., as
Administrative Agent (incorporated by reference to Exhibit 10.97 to Form 10-K, filed by the
Company on March 16, 2010, SEC File No. 001-32567).10.26
    
    Amendment No. 1 to Credit Agreement, dated May 28, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.3 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.27
    
    Amendment No. 2 to Credit Agreement, dated June 15, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.4 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.28
    
    Amendment No. 3 to Credit Agreement, dated August 11, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form
8-K, filed by the Company on August 13, 2010, 2010, SEC File No. 001-32567).10.29
    
    Credit Agreement, dated May 28, 2010, by and between Alon Refining Krotz Springs, Inc. and
Goldman Sachs Bank USA, as Issuing Bank (incorporated by reference to Exhibit 10.5 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).
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Exhibit No.
    
    Description of Exhibit10.30
    
    Amended and Restated Credit Agreement, dated as of December 30, 2010, among Southwest
Convenience Stores, LLC, Skinnys, LLC, the lenders party thereto and Wells Fargo Bank,
National Association. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the
Company on January 6, 2011, SEC File No. 001-32567).10.31
    
    Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party
thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by
the Company on June 26, 2006, SEC File No. 001-32567).10.32
    
    Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon
USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to
Exhibit 10.3 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567).10.33
    
    Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount
Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and
financial institutions from time to time named therein (incorporated by reference to Exhibit
10.1 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567).10.34
    
    First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007,
among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor
companies and financial institutions from time to time named therein (incorporated by
reference to Exhibit 10.37 to Form 10-K, filed by the Company on March 11, 2008, SEC File
No. 001-32567).10.35
    
    Term Loan Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc.,
Alon Refining Krotz Springs, Inc., the lenders party thereto and Credit Suisse, as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Form
8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).10.36
    
    First Amendment Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana,
Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Wells Fargo Bank,
National Association, as successor to Credit Suisse, Cayman Islands Branch, as agent
(incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 6,
2009, SEC File No. 001-32567).10.37
    
    Loan and Security Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana,
Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Form 8-K, filed
by the Company on July 10, 2008, SEC File No. 001-32567).10.38
    
    First Amendment to Loan and Security Agreement, dated as of December 18, 2008, by and among
Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto
and Bank of America, N.A. (incorporated by reference to Exhibit 10.28 to Form 10-K, filed by
the Company on April 10, 2009, SEC File No. 001-32567).10.39
    
    Second Amendment to Loan and Security Agreement, dated as of April 9, 2009, by and among
Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto
and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Form 8-K,
filed by the Company on April 27, 2009, SEC File No. 001-32567).10.40
    
    Amended and Restated Loan and Security Agreement, dated as of October 22, 2009 (as amended,
supplemented or otherwise modified from time to time), among Alon Refining Louisiana, Inc.,
Alon Refining Krotz Springs, Inc., each other party joined as a borrower thereunder from
time to time, the Lenders party thereto, and Bank of America, N.A., as Agent (incorporated
by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File
No. 001-32567).10.41
    
    Purchase Agreement, dated October 13, 2009, between Alon Refining Krotz Springs, Inc. and
Jefferies & Co. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company
on October 19, 2009, SEC File No. 001-32567).
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Exhibit No.
    
    Description of Exhibit10.42
    
    Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon
Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit
10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.43
    
    Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as
of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy,
Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on
June 17, 2005, SEC File No. 333-124797).10.44*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon
USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement,
dated May 1, 2005 (incorporated by reference to Exhibit 10.23 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.45*
    
    Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon USA GP, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q,
filed by the Company on November 7, 2008, SEC File No. 001-32567).10.46*
    
    Management Employment Agreement, dated as of March 1, 2010, between Paul Eisman and Alon USA
GP, LLC.10.47*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon
USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement,
dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.48*
    
    Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between
Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form
10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.49*
    
    Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K, filed by the
Company on March 15, 2006, SEC File No. 001-32567).10.50*
    
    Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between
Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K,
filed by the Company on March 15, 2006, SEC File No. 001-32567).10.51*
    
    Second Amendment to Executive/Management Employment Agreement, dated as of November 4, 2008,
between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.13 to
Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.52*
    
    Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA
GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on
March 15, 2007, SEC File No. 001-32567).10.53*
    
    Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even
and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the
Company on November 7, 2008, SEC File No. 001-32567).10.54*
    
    Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and
Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by
the Company on July 7, 2005, SEC File No. 333-124797).10.55*
    
    Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the
Company on April 10, 2009, SEC File No. 001-32567).10.56*
    
    Description of Annual Bonus Plans.10.57*
    
    Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.58*
    
    Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form
S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
 80




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Exhibit No.
    
    Description of Exhibit10.59*
    
    Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.60*
    
    Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.61*
    
    Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit
10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.62*
    
    Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.63*
    
    Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37
to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.64*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated
June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.65*
    
    Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form
10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.66
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D.
Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.67*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option
Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.68*
    
    Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to
Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.69
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff
D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.70*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated
June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.42 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.71
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A.
Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.43 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.72*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option
Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.44
to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
 81




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Exhibit No.
    
    Description of Exhibit10.73
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and
Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30,
2002 (incorporated by reference to Exhibit 10.45 to Form S-1/A, filed by the Company on June
17, 2005, SEC File No. 333-124797).10.74*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc.
and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option
Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.46 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.75
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A.
Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.76*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating,
Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option
Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.48 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.77
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and
Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by
the Company on June 17, 2005, SEC File No. 333-124797).10.78
    
    Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA
Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart
and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.79*
    
    Alon USA Energy, Inc. Amended and Restated 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 7, 2010, SEC File No.
001-32567).10.80*
    
    Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12
of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567).10.81*
    
    Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section
8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference
to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No.
001-32567).10.82*
    
    Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to
Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File
No. 001-32567).10.83*
    
    Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to
Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No.
001-32567).10.84*
    
    Form of Amendment to Appreciation Rights Award Agreement relating to Participant Grants
pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on January 27,
2010, SEC File No. 001-32567).10.85*
    
    Form II of Appreciation Rights Award Agreement relating to Participant Grants pursuant to
Section 7 of the Alon USA Energy, inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 27, 2010, SEC File
No. 001-32567).10.86
    
    Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe
Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K,
filed by the Company on February 13, 2006, SEC File No. 001-32567).
 82




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Exhibit No.
    
    Description of Exhibit10.87
    
    Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig
C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and
Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano
(incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006,
SEC File No. 001-32567).10.88
    
    First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA
Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The
Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III
and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the
Company on November 14, 2006, SEC File No. 001-32567).10.89
    
    Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA
Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The
Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III
and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the
Company on November 14, 2006, SEC File No. 001-32567).10.90
    
    Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex
Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by
reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 2, 2006, SEC File No.
001-32567).10.91
    
    Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon
USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined
therein) (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on
March 6, 2007, SEC File No. 001-32567).10.92
    
    Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company
and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form
8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567).10.93
    
    First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero
Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining
Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the
Company on July 10, 2008, SEC File No. 001-32567).10.94
    
    Series A Preferred Stock Purchase Agreement, dated as of July 3, 2008, by and between Alon
Refining Louisiana, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to
Exhibit 10.5 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).10.95
    
    Stockholders Agreement, dated as of July 3, 2008, by and among Alon USA Energy, Inc., Alon
Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd.
(incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on July 10,
2008, SEC File No. 001-32567).10.96
    
    Amended and Restated Stockholders Agreement dated as of March 31, 2009, by and among Alon
USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon
Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.88 to Form 10-K, filed by
the Company on April 10, 2009, SEC File No. 001-32567).10.97
    
    First Amendment to Amended and Restated Stockholders Agreement dated as of December 31,
2009, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana
Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.1
to Form 8-K, filed by the Company on January 5, 2010, SEC File No. 001-32567).10.98
    
    Offtake Agreement, dated as of July 3, 2008, by and between Valero Marketing and Supply
Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.9 to
Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567).
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Exhibit No.
    
    Description of Exhibit10.99
    
    Earnout Agreement, dated as of July 3, 2008, by and between Valero Refining and Marketing
Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.10 to
Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567).10.100
    
    First Amendment to Earnout Agreement, dated as of August 27, 2009, by and between Valero
Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by
reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 6, 2009, SEC No.
001-32567).10.101
    
    Amended and Restated Supply and Offtake Agreement, dated May 28, 2010 by and between Alon
Refining Krotz Springs, Inc. and J. Aron & Company (incorporated by reference to Exhibit
10.6 to Form 10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.102
    
    Form of Series A Convertible Preferred Stock Purchase Agreement (incorporated by reference
to Exhibit 10.105 to Form S-1/A, filed by the Company on October 22, 2010, SEC File No.
333-169583).10.103
    
    Standby Equity Distribution Agreement, dated as of January 20, 2011, among Alon USA Energy,
Inc. and YA Global Master SPV, Ltd. (incorporated by reference to Exhibit 10.1 to Form 8-K,
filed by the Company on January 24, 2011, SEC File No. 001-32567).10.104
    
    Warrant Agreement, dated March 10, 2011, between the Company, FIMI Opportunity IV, L.P and
FIMI Israel Opportunity IV, Limited Partnership.10.105
    
    Warrant Agreement, dated March 10, 2011, between the Company, FIMI Opportunity IV, L.P and
FIMI Israel Opportunity IV, Limited Partnership.10.106
    
    Warrant Agreement, dated
March 14, 2011, between the Company and Alon Israel Oil Company,
Ltd.10.107
    
    Registration Rights Agreement, dated as of March 10, 2011, between Alon USA Energy, Inc.,
FIMI Opportunity IV L.P., and FIMI Israel Opportunity IV, Limited Partnership.12.1
    
    Statement Regarding Computation of Ratio of Earnings to Fixed Charges.21.1
    
    Subsidiaries of Alon USA Energy, Inc.23.1
    
    Consent of KPMG LLP.31.1
    
    Certifications of Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certifications of Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Identifies management contracts and compensatory plans or arrangements.
    
    Filed under confidential treatment request. 84




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ALON USA ENERGY, INC. AND SUBSIDIARIES
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
 PageAudited Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    F-4Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
    
    F-5Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2010, 2009 and 2008
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    
    F-7Notes to Consolidated Financial Statements
    
    F-9




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Report of Independent Registered Public Accounting Firm
 
     /s/ KPMG LLP 
 F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework Managements Report on Internal control over Financial Reporting
    Internal
Control  Integrated Framework
  /s/ KPMG LLP 
 F-3




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ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands except share data)
 As of December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    71,687
    
    
    $
    40,437Accounts and other receivables, net
    
    
    115,541
    
    
    
    103,094Income tax receivable
    
    
    8,642
    
    
    
    65,418Inventories
    
    
    141,050
    
    
    
    214,999Deferred income tax asset
    
    
    49,052
    
    
    
    7,700Prepaid expenses and other current assets
    
    
    7,875
    
    
    
    4,188Total current assets
    
    
    393,847
    
    
    
    435,836Equity method investments
    
    
    18,664
    
    
    
    43,052Property, plant, and equipment, net
    
    
    1,488,532
    
    
    
    1,477,426Goodwill
    
    
    105,943
    
    
    
    105,943Other assets
    
    
    81,535
    
    
    
    70,532Total assets
    
    $
    2,088,521
    
    
    $
    2,132,789LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    292,991
    
    
    $
    248,253Accrued liabilities
    
    
    88,354
    
    
    
    92,380Current portion of long-term debt
    
    
    11,512
    
    
    
    10,946Total current liabilities
    
    
    392,857
    
    
    
    351,579Long-term debt
    
    
    904,793
    
    
    
    926,078Other non-current liabilities
    
    
    160,976
    
    
    
    95,076Deferred income tax liability
    
    
    288,128
    
    
    
    328,138Total liabilities
    
    
    1,746,754
    
    
    
    1,700,871Commitments and contingencies (Note 21)Stockholders equity:Preferred stock, par value $0.01, 10,000,000 shares
authorized; 4,000,000 shares issued and outstanding at
December 31, 2010
    
    
    40,000
    
    
    
    Common stock, par value $0.01, 100,000,000 shares
authorized; 54,281,636 and 54,170,913 shares issued
and outstanding at December 31, 2010 and 2009,
respectively
    
    
    543
    
    
    
    542Additional paid-in capital
    
    
    290,809
    
    
    
    289,853Accumulated other comprehensive loss, net of income tax
    
    
    (21,917
    )
    
    
    (32,871
    )Retained earnings
    
    
    33,052
    
    
    
    165,248Total stockholders equity
    
    
    342,487
    
    
    
    422,772Non-controlling interest in subsidiaries
    
    
    (720
    )
    
    
    9,146Total equity
    
    
    341,767
    
    
    
    431,918Total liabilities and equity
    
    $
    2,088,521
    
    
    $
    2,132,789
  F-4




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands except per share data)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net sales (1)
    
    $
    4,030,743
    
    
    $
    3,915,732
    
    
    $
    5,156,706Operating costs and expenses:Cost of sales
    
    
    3,703,416
    
    
    
    3,502,782
    
    
    
    4,853,195Direct operating expenses
    
    
    249,933
    
    
    
    265,502
    
    
    
    216,498Selling, general and administrative expenses
    
    
    128,082
    
    
    
    129,446
    
    
    
    119,852Unrealized loss associated with consignment inventory
    
    
    8,942
    
    
    
    
    
    
    
    Net costs associated with fire
    
    
    
    
    
    
    
    
    
    
    56,854Business interruption recovery
    
    
    
    
    
    
    
    
    
    
    (55,000
    )Depreciation and amortization
    
    
    102,096
    
    
    
    97,247
    
    
    
    66,754Total operating costs and expenses
    
    
    4,192,469
    
    
    
    3,994,977
    
    
    
    5,258,153Gain on involuntary conversion of assets
    
    
    
    
    
    
    
    
    
    
    279,680Gain (loss) on disposition of assets
    
    
    945
    
    
    
    (1,591
    )
    
    
    45,244Operating income (loss)
    
    
    (160,781
    )
    
    
    (80,836
    )
    
    
    223,477Interest expense
    
    
    (94,939
    )
    
    
    (111,137
    )
    
    
    (67,550
    )Equity earnings (losses) of investees
    
    
    5,439
    
    
    
    24,558
    
    
    
    (1,522
    )Gain on bargain purchase
    
    
    17,480
    
    
    
    
    
    
    
    Other income, net
    
    
    9,716
    
    
    
    331
    
    
    
    1,500Income (loss) before income tax expense (benefit),
non-controlling interest in income (loss) of subsidiaries,
and accumulated dividends on preferred stock of subsidiary
    
    
    (223,085
    )
    
    
    (167,084
    )
    
    
    155,905Income tax expense (benefit)
    
    
    (90,512
    )
    
    
    (64,877
    )
    
    
    62,781Income (loss) before non-controlling interest in income
(loss) of subsidiaries and accumulated dividends on
preferred stock of subsidiary
    
    
    (132,573
    )
    
    
    (102,207
    )
    
    
    93,124Non-controlling interest in income (loss) of subsidiaries
    
    
    (9,641
    )
    
    
    (8,551
    )
    
    
    5,941Accumulated dividends on preferred stock of subsidiary
    
    
    
    
    
    
    21,500
    
    
    
    4,300Net income (loss) available to common stockholders
    
    $
    (122,932
    )
    
    $
    (115,156
    )
    
    $
    82,883Earnings (loss) per share, basic
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.77Weighted average shares outstanding, basic (in thousands)
    
    
    54,186
    
    
    
    46,829
    
    
    
    46,788Earnings (loss) per share, diluted
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.72Weighted average shares outstanding, diluted (in thousands)
    
    
    54,186
    
    
    
    46,829
    
    
    
    49,583Cash dividends per share
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.16
 
 (1)
    
    Includes excise taxes on sales by the retail and branded marketing segment of $54,930,
$47,137 and $37,483 for the years ended December 31, 2010, 2009, and 2008, respectively.  F-5




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY  (dollars in thousands)
 Accumulated OtherAdditional Paid-In
    
    
    Comprehensive
    
    
    
    
    
    
    Total Stockholders
    
    
    Non-controllingCommon Stock
    
    
    Preferred Stock
    
    
    Capital
    
    
    Income (Loss)
    
    
    Retained Earnings
    
    
    Equity
    
    
    Interest (1)
    
    
    Total EquityBalance at December 31, 2007
    
    $
    468
    
    
    $
    
    
    
    $
    182,932
    
    
    $
    (7,700
    )
    
    $
    212,502
    
    
    $
    388,202
    
    
    $
    15,720
    
    
    $
    403,922Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    710
    
    
    
    
    
    
    
    
    
    
    
    710
    
    
    
    (1,062
    )
    
    
    (352
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,490
    )
    
    
    (7,490
    )
    
    
    (386
    )
    
    
    (7,876
    )Sale of preferred stock by subsidiary (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    80,000Income before non-controlling interest in income of
subsidiaries and accumulateddividends on preferred stock
of subsidiary (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,883
    
    
    
    82,883
    
    
    
    10,241
    
    
    
    93,124Other comprehensive income (loss):Defined benefit pension plans, net of tax of $8,780
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,481
    )
    
    
    
    
    
    
    (13,481
    )
    
    
    (1,044
    )
    
    
    (14,525
    )Fair value of commodity derivative contracts, net of
tax of $677
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,071
    )
    
    
    
    
    
    
    (1,071
    )
    
    
    (83
    )
    
    
    (1,154
    )Fair value of interest rate swaps, net of tax of $6,828
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,102
    )
    
    
    
    
    
    
    (15,102
    )
    
    
    (1,170
    )
    
    
    (16,272
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,229
    
    
    
    7,944
    
    
    
    61,173Balance at December 31, 2008
    
    
    468
    
    
    
    
    
    
    
    183,642
    
    
    
    (37,354
    )
    
    
    287,895
    
    
    
    434,651
    
    
    
    102,216
    
    
    
    536,867Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    17
    
    
    
    502Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,491
    )
    
    
    (7,491
    )
    
    
    (576
    )
    
    
    (8,067
    )Conversion of preferred stock of subsidiary for common
stock
    
    
    74
    
    
    
    
    
    
    
    105,726
    
    
    
    
    
    
    
    
    
    
    
    105,800
    
    
    
    (105,800
    )
    
    
    Income (loss) before non-controlling interest in income
(loss) of subsidiaries andaccumulated dividends on
preferred stock of subsidiary (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,156
    )
    
    
    (115,156
    )
    
    
    12,949
    
    
    
    (102,207
    )Other comprehensive income (loss):Defined benefit pension plans, plus tax of $887
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    2,110
    
    
    
    162
    
    
    
    2,272Fair value of commodity derivative contracts, net of
tax of $2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,166
    )
    
    
    
    
    
    
    (3,166
    )
    
    
    (243
    )
    
    
    (3,409
    )Fair value of interest rate swaps, net of tax of $3,207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,539
    
    
    
    
    
    
    
    5,539
    
    
    
    421
    
    
    
    5,960Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110,673
    )
    
    
    13,289
    
    
    
    (97,384
    )Balance at December 31, 2009
    
    
    542
    
    
    
    
    
    
    
    289,853
    
    
    
    (32,871
    )
    
    
    165,248
    
    
    
    422,772
    
    
    
    9,146
    
    
    
    431,918Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    575
    
    
    
    
    
    
    
    
    
    
    
    575
    
    
    
    4
    
    
    
    579Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,264
    )
    
    
    (9,264
    )
    
    
    (593
    )
    
    
    (9,857
    )Dividends of common stock on preferred stock
    
    
    1
    
    
    
    
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    513Equity contribution from parent
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    
    
    
    
    138Preferred stock issuance
    
    
    
    
    
    
    40,000
    
    
    
    (269
    )
    
    
    
    
    
    
    
    
    
    
    39,731
    
    
    
    
    
    
    
    39,731Income (loss) before non-controlling interest in income
(loss) of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122,932
    )
    
    
    (122,932
    )
    
    
    (9,641
    )
    
    
    (132,573
    )Other comprehensive income (loss):Defined benefit pension plans, net of tax of $668
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    691
    
    
    
    
    
    
    
    691
    
    
    
    
    
    
    
    691Fair value of commodity derivative contracts, net of
tax of $2,678
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,209
    
    
    
    
    
    
    
    4,209
    
    
    
    287
    
    
    
    4,496Fair value of interest rate swaps, net of tax of $3,292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,054
    
    
    
    
    
    
    
    6,054
    
    
    
    77
    
    
    
    6,131Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (111,978
    )
    
    
    (9,277
    )
    
    
    (121,255
    )Balance at December 31, 2010
    
    $
    543
    
    
    $
    40,000
    
    
    $
    290,809
    
    
    $
    (21,917
    )
    
    $
    33,052
    
    
    $
    342,487
    
    
    $
    (720
    )
    
    $
    341,767
 
 (1)
    
    Includes $80,000 in sale of preferred stock by subsidiary in connection with the Krotz
Springs refinery acquisition in July 2008 and accumulated dividends of $21,500 and $4,300
through December 31, 2009 and 2008, respectively.  F-6




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (dollars in thousands)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income (loss) available to common stockholders
    
    $
    (122,932
    )
    
    $
    (115,156
    )
    
    $
    82,883Adjustments to reconcile net income (loss) available to common
stockholders to cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    102,096
    
    
    
    97,247
    
    
    
    66,754Stock compensation
    
    
    579
    
    
    
    502
    
    
    
    173Deferred income tax expense (benefit)
    
    
    (98,595
    )
    
    
    (5,451
    )
    
    
    177,797Non-controlling interest in income (loss) of subsidiaries
    
    
    (9,641
    )
    
    
    (8,551
    )
    
    
    5,941Accumulated dividends on preferred stock of subsidiary
    
    
    
    
    
    
    21,500
    
    
    
    4,300Equity (earnings) losses of investees (net of dividends)
    
    
    
    
    
    
    (5,391
    )
    
    
    4,296Amortization of debt issuance costs
    
    
    5,825
    
    
    
    7,112
    
    
    
    4,128Amortization of original issuance discount
    
    
    1,685
    
    
    
    328
    
    
    
    Write-off of unamortized debt issuance costs
    
    
    6,659
    
    
    
    20,482
    
    
    
    Mark-to-market of heating oil hedge
    
    
    
    
    
    
    
    
    
    
    (117,452
    )Gain on involuntary conversion of assets
    
    
    
    
    
    
    
    
    
    
    (279,680
    )Bargain purchase gain
    
    
    (17,480
    )
    
    
    
    
    
    
    (Gain) loss on disposition of assets
    
    
    (945
    )
    
    
    1,591
    
    
    
    (45,244
    )Changes in operating assets and liabilities, net of
acquisition effects:Accounts and other receivables, net
    
    
    (8,325
    )
    
    
    67,357
    
    
    
    59,336Income tax receivable
    
    
    56,777
    
    
    
    51,146
    
    
    
    (81,320
    )Inventories
    
    
    91,293
    
    
    
    17,321
    
    
    
    213,373Heating oil crack spread hedge
    
    
    
    
    
    
    117,485
    
    
    
    Prepaid expenses and other current assets
    
    
    2,444
    
    
    
    2,164
    
    
    
    5,933Other assets
    
    
    (21,501
    )
    
    
    5,992
    
    
    
    (5,264
    )Accounts payable
    
    
    (3,277
    )
    
    
    40,892
    
    
    
    (108,458
    )Accrued liabilities
    
    
    6,768
    
    
    
    (25,197
    )
    
    
    17,419Other non-current liabilities
    
    
    29,900
    
    
    
    (8,228
    )
    
    
    (5,727
    )Net cash provided by (used in) operating activities
    
    
    21,330
    
    
    
    283,145
    
    
    
    (812
    )Cash flows from investing activities:Capital expenditures
    
    
    (46,707
    )
    
    
    (81,660
    )
    
    
    (62,356
    )Capital expenditures to rebuild the Big Spring refinery
    
    
    
    
    
    
    (46,769
    )
    
    
    (362,178
    )Capital expenditures for turnarounds and catalysts
    
    
    (13,131
    )
    
    
    (24,699
    )
    
    
    (9,958
    )Proceeds from insurance to rebuild the Big Spring refinery
    
    
    
    
    
    
    34,125
    
    
    
    270,885Dividends from investees, net of equity earnings
    
    
    1,242
    
    
    
    
    
    
    
    Proceeds from disposition of assets
    
    
    21,978
    
    
    
    
    
    
    
    7,000Proceeds from sale of securities
    
    
    36,852
    
    
    
    
    
    
    
    Earnout payments related to Krotz Springs refinery acquisition
    
    
    (8,750
    )
    
    
    (19,688
    )
    
    
    Sale of short-term investments, net
    
    
    
    
    
    
    
    
    
    
    27,296Acquisition of Bakersfield refinery
    
    
    (32,409
    )
    
    
    
    
    
    
    Acquisition of Krotz Springs refinery
    
    
    
    
    
    
    
    
    
    
    (481,011
    )Net cash used in investing activities
    
    
    (40,925
    )
    
    
    (138,691
    )
    
    
    (610,322
    )Cash flows from financing activities:Dividends paid to non-controlling interest shareholders
    
    
    (593
    )
    
    
    (576
    )
    
    
    (386
    )Dividends paid to shareholders
    
    
    (8,751
    )
    
    
    (7,491
    )
    
    
    (7,490
    )Proceeds from sale of preferred stock
    
    
    40,000
    
    
    
    
    
    
    
    Proceeds from sale of preferred stock by subsidiary
    
    
    
    
    
    
    
    
    
    
    80,000Cash received from inventory supply agreement
    
    
    45,807
    
    
    
    20,237
    
    
    
    Deferred debt issuance costs
    
    
    (2,946
    )
    
    
    (17,768
    )
    
    
    (28,105
    )Preferred stock issuance costs
    
    
    (269
    )
    
    
    
    
    
    
    Revolving credit facilities, net
    
    
    (21,458
    )
    
    
    (60,241
    )
    
    
    276,818Additions to long-term debt
    
    
    10,000
    
    
    
    205,365
    
    
    
    252,000Payments on long-term debt
    
    
    (10,945
    )
    
    
    (261,997
    )
    
    
    (11,864
    )Net cash provided by (used in) financing activities
    
    
    50,845
    
    
    
    (122,471
    )
    
    
    560,973Net increase (decrease) in cash and cash equivalents
    
    
    31,250
    
    
    
    21,983
    
    
    
    (50,161
    )Cash and cash equivalents, beginning of period
    
    
    40,437
    
    
    
    18,454
    
    
    
    68,615Cash and cash
equivalents, end of period
    
    $
    71,687
    
    
    $
    40,437
    
    
    $
    18,454
  F-7




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##### Table of Contents



Year Ended December 31,2010
    
    
    2009
    
    
    2008Supplemental cash flow information:Cash paid for interest, net of capitalized interest
    
    $
    84,467
    
    
    $
    87,164
    
    
    $
    58,504Cash (received) paid for income tax, net of refunds
    
    $
    (48,363
    )
    
    $
    (111,791
    )
    
    $
    (30,334
    )Non-cash activities:Financing activity  payments on long-term debt
from deposit held to secure heating oil crack
spread hedge
    
    $
    
    
    
    $
    (50,000
    )
    
    $
    Financing activity  proceeds from borrowings
retained by bank as deposit for hedge related
activities for Krotz Springs refinery acquisition
    
    $
    
    
    
    $
    
    
    
    $
    50,000
  F-8




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (dollars in thousands except as noted)
 (1) Description and Nature of Business
   Refining and Unbranded Marketing Segment
    Asphalt Segment
  Retail and Branded Marketing Segment
 F-9




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  (2) Summary of Significant Accounting Policies
 (a) Basis of Presentation
  (b) Use of Estimates
  (c) Revenue Recognition
      (d) Cost Classifications
  F-10




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
     (e) Cash and Cash Equivalents
  (f) Accounts Receivable
  (g) Inventories
  (h) Hedging Activity
   F-11




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  (i) Property, Plant, and Equipment
     (j) Impairment of Long-Lived Assets and Assets To Be Disposed Of
  (k) Asset Retirement Obligations
 Asset Retirement
Obligations
 (l) Turnarounds and Chemical Catalyst Costs
  F-12




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (m) Income Taxes
  (n) Stock-Based Compensation
    (o) Environmental Expenditures
   (p) Earnings Per Share
  (q) Other Comprehensive Income (Loss)
  F-13




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (r) Defined Benefit Pension and Other Postretirement Plans
  (s) Commitments and Contingencies
  (t) Goodwill and Intangible Assets
  (u) Reclassifications
  (3) Acquisition s
 Bakersfield Refinery Acquisition
    F-14




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  Current assets
    
    $
    17,033Other assets
    
    
    17,122Property, plant and equipment
    
    
    69,403Other non-current liabilities
    
    
    (53,669
    )Fair value of net assets acquired
    
    
    49,889Less: Gain on bargain purchase
    
    
    (17,480
    )Total Consideration
    
    $
    32,409
   Krotz Springs Refinery Acquisition
   Cash paid
    
    $
    474,494Transaction costs
    
    
    6,517Total Purchase Price
    
    $
    481,011
  Current assets
    
    $
    145,859Property, plant and equipment
    
    
    376,702Current liabilities
    
    
    (29,309
    )Other non-current liabilities
    
    
    (12,241
    )Total Purchase Price
    
    $
    481,011
 (4) Contribution and Sale of Pipelines and Terminals
 HEP Transaction
 F-15




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
   (5) Segment Data
  (a) Refining and Unbranded Marketing Segment
  (b) Asphalt Segment
  (c) Retail and Branded Marketing Segment
  F-16




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
   (d) Corporate
   Refining and
    
    
    
    
    
    
    Retail andUnbranded
    
    
    
    
    
    
    Branded
    
    
    
    
    
    
    ConsolidatedYear ended December 31, 2010
    
    Marketing
    
    
    Asphalt
    
    
    Marketing
    
    
    Corporate
    
    
    TotalNet sales to external customers
    
    $
    2,586,558
    
    
    $
    399,334
    
    
    $
    1,044,851
    
    
    $
    
    
    
    $
    4,030,743Intersegment sales/purchases
    
    
    867,557
    
    
    
    (198,662
    )
    
    
    (668,895
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    80,401
    
    
    
    6,875
    
    
    
    13,440
    
    
    
    1,380
    
    
    
    102,096Operating income (loss)
    
    
    (166,000
    )
    
    
    (12,450
    )
    
    
    19,801
    
    
    
    (2,132
    )
    
    
    (160,781
    )Total assets
    
    
    1,761,266
    
    
    
    121,390
    
    
    
    189,546
    
    
    
    16,319
    
    
    
    2,088,521Turnaround, chemical catalyst and
capital expenditures
    
    
    51,267
    
    
    
    1,557
    
    
    
    4,679
    
    
    
    2,335
    
    
    
    59,838
 Refining and
    
    
    
    
    
    
    Retail andUnbranded
    
    
    
    
    
    
    Branded
    
    
    
    
    
    
    ConsolidatedYear ended December 31, 2009
    
    Marketing
    
    
    Asphalt
    
    
    Marketing
    
    
    Corporate
    
    
    TotalNet sales to external customers
    
    $
    2,666,596
    
    
    $
    440,915
    
    
    $
    808,221
    
    
    $
    
    
    
    $
    3,915,732Intersegment sales/purchases
    
    
    692,447
    
    
    
    (233,212
    )
    
    
    (459,235
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    76,252
    
    
    
    6,807
    
    
    
    13,464
    
    
    
    724
    
    
    
    97,247Operating income (loss)
    
    
    (86,533
    )
    
    
    (654
    )
    
    
    7,832
    
    
    
    (1,481
    )
    
    
    (80,836
    )Total assets
    
    
    1,757,436
    
    
    
    172,995
    
    
    
    185,185
    
    
    
    17,173
    
    
    
    2,132,789Capital expenditures to rebuild the
Big Spring refinery
    
    
    46,769
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,769Turnaround, chemical catalyst and
capital expenditures
    
    
    96,254
    
    
    
    2,579
    
    
    
    3,822
    
    
    
    3,704
    
    
    
    106,359
 Refining and
    
    
    
    
    
    
    Retail andUnbranded
    
    
    
    
    
    
    Branded
    
    
    
    
    
    
    ConsolidatedYear ended December 31, 2008
    
    Marketing
    
    
    Asphalt
    
    
    Marketing
    
    
    Corporate
    
    
    TotalNet sales to external customers
    
    $
    3,282,166
    
    
    $
    647,221
    
    
    $
    1,227,319
    
    
    $
    
    
    
    $
    5,156,706Intersegment sales/purchases
    
    
    1,269,603
    
    
    
    (369,505
    )
    
    
    (900,098
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    50,047
    
    
    
    2,139
    
    
    
    13,674
    
    
    
    894
    
    
    
    66,754Operating income (loss)
    
    
    128,772
    
    
    
    97,442
    
    
    
    (1,239
    )
    
    
    (1,498
    )
    
    
    223,477Total assets
    
    
    1,973,324
    
    
    
    231,921
    
    
    
    193,815
    
    
    
    14,373
    
    
    
    2,413,433Capital expenditures to rebuild the
Big Spring refinery
    
    
    362,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362,178Turnaround, chemical catalyst and
capital expenditures
    
    
    67,534
    
    
    
    644
    
    
    
    2,928
    
    
    
    1,208
    
    
    
    72,314
  F-17




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  (6) Fair Value
    Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical Assets
    
    
    Observable
    
    
    Unobservableor Liabilities
    
    
    Inputs
    
    
    Inputs
    
    
    ConsolidatedYear ended December 31, 2010
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalAssets:Commodity contracts (futures and forwards)
    
    $
    1,214
    
    
    $
    
    
    
    $
    
    
    
    $
    1,214Liabilities:Commodity contracts (call options)
    
    
    
    
    
    
    8,876
    
    
    
    
    
    
    
    8,876Commodity contracts (swaps)
    
    
    
    
    
    
    681
    
    
    
    
    
    
    
    681Interest rate swaps
    
    
    
    
    
    
    7,501
    
    
    
    
    
    
    
    7,501Year ended December 31, 2009Assets:Commodity contracts (futures and forwards)
    
    $
    322
    
    
    $
    
    
    
    $
    
    
    
    $
    322Commodity contracts (swaps)
    
    
    
    
    
    
    89
    
    
    
    
    
    
    
    89Liabilities:Commodity contracts (swaps)
    
    
    
    
    
    
    9,983
    
    
    
    
    
    
    
    9,983Interest rate swaps
    
    
    
    
    
    
    16,933
    
    
    
    
    
    
    
    16,933
 (7) Derivative Instruments
 Commodity Derivatives  Mark to Market
    F-18




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
        Cash Flow Hedges
  Interest Rate Derivatives.
  F-19




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  Commodity Derivatives
   As of December 31, 2010Asset Derivatives
    
    
    Liability DerivativesBalance Sheet Location
    
    
    Fair Value
    
    
    Balance Sheet Location
    
    
    Fair ValueDerivatives not designated as hedging instruments:Commodity contracts (swaps)
    
    
    
    
    
    $
    
    
    
    Accounts payable
    
    $
    (681
    )Commodity contracts (call options)
    
    
    
    
    
    
    
    
    
    Accrued liabilities
    
    
    (5,748
    )Commodity
contracts (futures and forwards)
    
    Accounts receivable
    
    
    1,364
    
    
    Accrued liabilities
    
    
    (150
    )Commodity contracts (call options)
    
    
    
    
    
    
    
    
    
    Other non-current liabilities
    
    
    (3,128
    )Total derivatives not designated as
hedging instruments
    
    
    
    
    
    $
    1,364
    
    
    
    
    
    
    $
    (9,707
    )Derivatives designated as hedging instruments:Interest rate swaps
    
    
    
    
    
    $
    
    
    
    Other non-current liabilities
    
    $
    (7,501
    )Total derivatives designated as
hedging instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,501
    )Total derivatives
    
    
    
    
    
    $
    1,364
    
    
    
    
    
    
    $
    (17,208
    )
 As of December 31, 2009Asset Derivatives
    
    
    Liability DerivativesBalance Sheet Location
    
    
    Fair Value
    
    
    Balance Sheet Location
    
    
    Fair ValueDerivatives not designated as
hedging instruments:Commodity contracts
(futures, forwards and
SPR swaps)
    
    Accounts receivable
    
    $
    411
    
    
    Accrued liabilities
    
    $
    (9,983
    )Total derivatives
not designated as
hedging instruments
    
    
    
    
    
    $
    411
    
    
    
    
    
    
    $
    (9,983
    )Derivatives designated as
hedging instruments:Interest rate swaps
    
    
    
    
    
    $
    
    
    
    Other non-current liabilities
    
    $
    (16,933
    )Total derivatives
designated as hedging
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,933
    )Total derivatives
    
    
    
    
    
    $
    411
    
    
    
    
    
    
    $
    (26,916
    )
 F-20




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  Gain (Loss) Reclassifiedfrom Accumulated OCI intoIncome (IneffectiveGain (Loss) Reclassified from
    
    
    Portion and AmountAccumulated OCI into Income
    
    
    Excluded fromGain (Loss)
    
    
    (Effective Portion)
    
    
    Effectiveness Testing)Cash Flow Hedging Relationships
    
    Recognized in OCI
    
    
    Location
    
    Amount
    
    
    Location
    
    AmountFor the Year Ended December 31, 2010Commodity
contracts (heating oil swaps)
    
    $
    
    
    
    Cost of sales
    
    $
    (7,174
    )
    
    
    
    $
    Interest rate swaps
    
    
    9,432
    
    
    Interest expense
    
    
    (13,381
    )
    
    
    
    
    Total derivatives
    
    $
    9,432
    
    
    
    
    $
    (20,555
    )
    
    
    
    $
    For the Year Ended December 31, 2009Commodity contracts (heating oil swaps)
    
    $
    
    
    
    Cost of sales
    
    $
    5,409
    
    
    
    
    $
    Interest rate swaps
    
    
    9,167
    
    
    Interest expense
    
    
    (14,590
    )
    
    
    
    
    Total derivatives
    
    $
    9,167
    
    
    
    
    $
    (9,181
    )
    
    
    
    $
    
 Derivatives not designated as hedging instruments:
 Gain (Loss) Recognized in IncomeLocation
    
    AmountFor the Year Ended December 31, 2010Commodity contracts (futures & forwards)
    
    Cost of sales
    
    $
    6,986Commodity contracts (heating oil swaps)
    
    Cost of sales
    
    
    (597
    )Commodity contracts (call options)
    
    Other income, net
    
    
    (4,119
    )Total derivatives
    
    
    
    $
    2,270For the Year Ended December 31, 2009Commodity contracts (futures & forwards)
    
    Cost of sales
    
    $
    (14,325
    )Commodity contracts (heating oil swaps)
    
    Cost of sales
    
    
    48,956Commodity contracts (SPR swaps)
    
    Cost of sales
    
    
    (11,058
    )Total derivatives
    
    
    
    $
    23,573
 (8) Accounts and Other Receivables
   December 31,2010
    
    
    2009Trade accounts receivable
    
    $
    120,216
    
    
    $
    115,063Other receivables
    
    
    17,646
    
    
    
    11,898Total accounts and other receivables
    
    $
    137,862
    
    
    $
    126,961
 F-21




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  Balance at
    
    
    AdditionsBeginning of
    
    
    Charged to
    
    
    
    
    
    
    Balance at EndPeriod
    
    
    Expense (1)
    
    
    Deductions (2)
    
    
    of Period(amounts in thousands)Allowance for doubtful accounts:2010
    
    $
    23,867
    
    
    
    (35
    )
    
    
    (1,511
    )
    
    $
    22,3212009
    
    $
    20,844
    
    
    
    3,300
    
    
    
    (277
    )
    
    $
    23,8672008
    
    $
    1,593
    
    
    
    20,122
    
    
    
    (871
    )
    
    $
    20,844
 
 (1)
    
    Substantially all of the additions charged to expense in 2009 and 2008 relate to the
SEMGroup, LP bankruptcy.(2)
    
    Amounts written off net of recoveries. (9) Inventories
   December 31,2010
    
    
    2009Crude oil, refined products, asphalt and blendstocks
    
    $
    60,588
    
    
    $
    150,370Crude oil inventory consigned to others
    
    
    38,445
    
    
    
    22,558Materials and supplies
    
    
    19,059
    
    
    
    18,069Store merchandise
    
    
    17,237
    
    
    
    18,856Store fuel
    
    
    5,721
    
    
    
    5,146Total inventories
    
    $
    141,050
    
    
    $
    214,999
      F-22




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (10) Property, Plant, and Equipment, Net
  December 31,2010
    
    
    2009Refining facilities
    
    $
    1,628,039
    
    
    $
    1,535,841Pipelines and terminals
    
    
    40,686
    
    
    
    39,213Retail
    
    
    137,771
    
    
    
    137,150Other
    
    
    16,773
    
    
    
    16,747Property, plant and equipment, gross
    
    
    1,823,269
    
    
    
    1,728,951Less accumulated depreciation
    
    
    (334,737
    )
    
    
    (251,525
    )Property, plant and equipment, net
    
    $
    1,488,532
    
    
    $
    1,477,426
  Refining facilities
    
    3  20 years; average 18 yearsPipelines and terminals
    
    5  25 years; average 23 yearsRetail
    
    5  40 years; average 8 yearsOther
    
    3  15 years; average 5 years
  (11) Other Assets
  December 31,2010
    
    
    2009Deferred turnaround and chemical catalyst cost
    
    $
    23,047
    
    
    $
    24,387Environmental receivables
    
    
    17,426
    
    
    
    3,448Deferred debt issuance costs
    
    
    16,284
    
    
    
    25,822Intangible assets
    
    
    7,901
    
    
    
    8,516Other
    
    
    16,877
    
    
    
    8,359Total other assets
    
    $
    81,535
    
    
    $
    70,532
    F-23




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (12) Accrued Liabilities and Other Non-Current Liabilities
  December 31,2010
    
    
    2009Accrued Liabilities:Taxes other than income taxes, primarily excise taxes
    
    $
    23,584
    
    
    $
    21,993Employee costs
    
    
    11,571
    
    
    
    9,509Commodity contracts
    
    
    5,898
    
    
    
    9,983Accrued finance charges
    
    
    12,246
    
    
    
    11,296Environmental accrual
    
    
    7,349
    
    
    
    2,104Valero earnout liability (Note 21)
    
    
    6,562
    
    
    
    8,750Other
    
    
    21,144
    
    
    
    28,745Total accrued liabilities
    
    $
    88,354
    
    
    $
    92,380Other Non-Current Liabilities:Pension and other postemployment benefit liabilities, net (Note 13)
    
    $
    33,157
    
    
    $
    34,902Environmental accrual (Note 21)
    
    
    61,657
    
    
    
    27,350Asset retirement obligations
    
    
    10,932
    
    
    
    8,789Interest rate swap valuations
    
    
    7,501
    
    
    
    16,933Valero earnout liability (Note 21)
    
    
    
    
    
    
    6,562Consignment inventory
    
    
    32,433
    
    
    
    Commodity contracts
    
    
    3,128
    
    
    
    Other
    
    
    12,168
    
    
    
    540Total other non-current liabilities
    
    $
    160,976
    
    
    $
    95,076
    December 31,2010
    
    
    2009Balance at beginning of year
    
    $
    8,789
    
    
    $
    8,386Accretion expense
    
    
    458
    
    
    
    421Additional accretion due to change in risk free interest rate
    
    
    
    
    
    
    Retirements
    
    
    (119
    )
    
    
    (90
    )Additions
    
    
    1,804
    
    
    
    72Balance at end of year
    
    $
    10,932
    
    
    $
    8,789
 F-24




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (13) Employee and Postretirement Benefits
 (a) Retirement Plans
   Pension Benefits2010
    
    
    2009Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    64,773
    
    
    $
    56,213Service cost
    
    
    4,073
    
    
    
    3,347Interest cost
    
    
    3,784
    
    
    
    3,362Actuarial loss
    
    
    2,367
    
    
    
    3,467Benefits paid
    
    
    (1,839
    )
    
    
    (1,616
    )Projected benefit obligations at end of year
    
    $
    73,158
    
    
    $
    64,773Change in plan assets:Fair value of plan assets at beginning of year
    
    
    33,483
    
    
    
    23,834Actual gain on plan assets
    
    
    5,798
    
    
    
    7,100Employer contribution
    
    
    5,880
    
    
    
    4,165Benefits paid
    
    
    (1,839
    )
    
    
    (1,616
    )Fair value of plan assets at end of year
    
    $
    43,322
    
    
    $
    33,483Reconciliation of funded status:Fair value of plan assets at end of year
    
    $
    43,322
    
    
    $
    33,483Less projected benefit obligations at end of year
    
    
    73,158
    
    
    
    64,773Under-funded status at end of year
    
    $
    (29,836
    )
    
    $
    (31,290
    )
  Pension Benefits2010
    
    
    2009Amounts recognized in the consolidated balance sheets:Pension benefit liability
    
    $
    (29,836
    )
    
    $
    (31,290
    )
  Pension Benefits2010
    
    
    2009Net actuarial loss
    
    $
    (30,755
    )
    
    $
    (32,178
    )Prior service credit
    
    
    486
    
    
    
    545Total
    
    $
    (30,269
    )
    
    $
    (31,633
    )
 F-25




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  PensionBenefitsAmortization of prior service cost (credit)
    
    $
    (58
    )Amortization of loss
    
    
    1,849Total
    
    $
    1,791
  December 31,2010
    
    
    2009Projected benefit obligation
    
    $
    73,158
    
    
    $
    64,773Accumulated benefit obligation
    
    
    67,629
    
    
    
    58,022Fair value of plan assets
    
    
    43,322
    
    
    
    33,483
  Pension Benefits2010
    
    
    2009
    
    
    2008Discount rate
    
    
    5.75
    %
    
    
    5.93
    %
    
    
    6.07
    %Rate of compensation increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    3.50
    %
   Pension Benefits2010
    
    
    2009
    
    
    2008Discount rate
    
    
    5.93
    %
    
    
    6.07
    %
    
    
    6.46
    %Expected return on plan assets
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %Rate of compensation increase
    
    
    2.50
    %
    
    
    3.50
    %
    
    
    3.50
    %
  Pension BenefitsYear Ended December 312010
    
    
    2009
    
    
    2008Components of net periodic benefit cost:Service cost
    
    $
    4,073
    
    
    $
    3,347
    
    
    $
    2,307Interest cost
    
    
    3,784
    
    
    
    3,362
    
    
    
    2,889Amortization of prior service costs
    
    
    (58
    )
    
    
    (58
    )
    
    
    (78
    )Expected return on plan assets
    
    
    (3,619
    )
    
    
    (3,359
    )
    
    
    (3,284
    )Recognized net actuarial loss
    
    
    1,599
    
    
    
    1,109
    
    
    
    481Net periodic benefit cost
    
    $
    5,779
    
    
    $
    4,401
    
    
    $
    2,315
 F-26




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 Plan Assets
  Pension BenefitsPlan Assets2010
    
    
    2009Asset Category:Equity securities
    
    
    81.0
    %
    
    
    78.0
    %Debt securities
    
    
    10.0
    %
    
    
    13.0
    %Real estate investment trust
    
    
    9.0
    %
    
    
    9.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  Quoted Prices InActive Markets forIdentical Assets or
    
    
    Significant Other
    
    
    SignificantLiabilities
    
    
    Observable Inputs
    
    
    Unobservable Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Consolidated TotalYear ended December 31, 2010Equity securities:U.S companies
    
    $
    28,103
    
    
    $
    
    
    
    $
    
    
    
    $
    28,103International companies
    
    
    6,830
    
    
    
    
    
    
    
    
    
    
    
    6,830Debt securities:Preferred securities
    
    
    2,463
    
    
    
    
    
    
    
    
    
    
    
    2,463Bond & mortgage backed securities
    
    
    
    
    
    
    1,895
    
    
    
    
    
    
    
    1,895Real estate securities
    
    
    4,031
    
    
    
    
    
    
    
    
    
    
    
    4,031Total
    
    $
    41,427
    
    
    $
    1,895
    
    
    $
    
    
    
    $
    43,322Year ended December 31, 2009Equity securities:U.S companies
    
    $
    20,658
    
    
    $
    
    
    
    $
    
    
    
    $
    20,658International companies
    
    
    5,488
    
    
    
    
    
    
    
    
    
    
    
    5,488Debt securities:Preferred securities
    
    
    2,118
    
    
    
    
    
    
    
    
    
    
    
    2,118Bond & mortgage backed securities
    
    
    
    
    
    
    2,197
    
    
    
    
    
    
    
    2,197Real estate securities
    
    
    3,022
    
    
    
    
    
    
    
    
    
    
    
    3,022Total
    
    $
    31,286
    
    
    $
    2,197
    
    
    $
    
    
    
    $
    33,483
  F-27




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 Cash Flows
      (b) Postretirement Medical Plan
   (14) Long-Term Debt
  December 31,2010
    
    
    2009Term loan credit facility
    
    $
    429,750
    
    
    $
    434,250Revolving credit facilities
    
    
    185,120
    
    
    
    216,577Senior secured notes
    
    
    207,378
    
    
    
    205,693Retail credit facilities
    
    
    94,057
    
    
    
    80,504Total debt
    
    
    916,305
    
    
    
    937,024Less current portion
    
    
    (11,512
    )
    
    
    (10,946
    )Total long-term debt
    
    $
    904,793
    
    
    $
    926,078
 F-28




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (a) Alon USA Energy, Inc. Credit Facilities
 Term Loan Credit Facility
     Letter of Credit Facility.
 (b) Alon USA, LP Credit Facility
 Revolving Credit Facility.
     F-29




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (c) Paramount Petroleum Corporation Credit Facility
 Revolving Credit Facility.
     (d) Alon Refining Krotz Springs, Inc. Credit Facilities
 Senior Secured Notes.
    Short-Term Credit Facility.
 F-30




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 Revolving Credit Facility.
  (e) Retail Credit Facilities
 Term Credit Agreement
       (f) Other Retail Related Credit Facilities
  (g) Maturity of Long-Term Debt
  F-31




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (h) Interest and Financing Expense
  December 31,2010
    
    
    2009
    
    
    2008Interest expense
    
    $
    64,273
    
    
    $
    63,627
    
    
    $
    56,706Letters of credit and finance charges
    
    
    17,502
    
    
    
    21,280
    
    
    
    10,133Amortization of debt issuance costs
(includes write-off of unamortized debt
issuance costs in 2010 of $6,659 and in
2009 of $20,482)
    
    
    12,484
    
    
    
    27,594
    
    
    
    4,128Amortization of original issuance discount
    
    
    1,684
    
    
    
    328
    
    
    
    Capitalized interest
    
    
    (1,004
    )
    
    
    (1,692
    )
    
    
    (3,417
    )Total interest expense
    
    $
    94,939
    
    
    $
    111,137
    
    
    $
    67,550
 15) Income Taxes
  December 31,2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    7,965
    
    
    $
    (60,282
    )
    
    $
    (117,679
    )State
    
    
    118
    
    
    
    856
    
    
    
    2,663Total current
    
    
    8,083
    
    
    
    (59,426
    )
    
    
    (115,016
    )Deferred:Federal
    
    
    (90,237
    )
    
    
    4,675
    
    
    
    170,869State
    
    
    (8,358
    )
    
    
    (10,126
    )
    
    
    6,928Total deferred
    
    
    (98,595
    )
    
    
    (5,451
    )
    
    
    177,797Income tax expense (benefit)
    
    $
    (90,512
    )
    
    $
    (64,877
    )
    
    $
    62,781
  December 31,2010
    
    
    2009
    
    
    2008Computed expected tax expense (benefit)
    
    $
    (78,079
    )
    
    $
    (58,479
    )
    
    $
    54,567State and local income taxes, net of federal benefit
    
    
    (8,413
    )
    
    
    (6,705
    )
    
    
    6,234Deduction for qualified production income
    
    
    
    
    
    
    1,972
    
    
    
    4,343Bargain purchase gain
    
    
    (6,118
    )
    
    
    
    
    
    
    Other, net
    
    
    2,098
    
    
    
    (1,665
    )
    
    
    (2,363
    )Income tax expense (benefit)
    
    $
    (90,512
    )
    
    $
    (64,877
    )
    
    $
    62,781
 F-32




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  December 31,2010
    
    
    2009Deferred income tax assets:Accounts receivable, allowance
    
    $
    200
    
    
    $
    212Accrued liabilities and other
    
    
    1,824
    
    
    
    2,720Post-retirement benefits
    
    
    12,894
    
    
    
    13,262Non-current accrued liabilities and other
    
    
    24,530
    
    
    
    23,003Net operating loss carryover
    
    
    93,740
    
    
    
    23,337Tax credits
    
    
    12,770
    
    
    
    1,815Other
    
    
    2,662
    
    
    
    612Deferred income tax assets
    
    
    148,620
    
    
    
    64,961Deferred income tax liabilities:Deferred charges
    
    
    (380
    )
    
    
    (91
    )Unrealized gains
    
    
    (2,678
    )
    
    
    (33,725
    )Property, plant, and equipment
    
    
    (368,646
    )
    
    
    (333,107
    )Other non-current
    
    
    (6,583
    )
    
    
    (8,070
    )Inventories
    
    
    (4,024
    )
    
    
    (6,226
    )Intangibles
    
    
    (5,385
    )
    
    
    (4,180
    )Deferred income tax liabilities
    
    $
    (387,696
    )
    
    $
    (385,399
    )
    (16) Related-Party Transactions
 (a) Sale of ARL Preferred Shares
  F-33




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  (b) Letter of Credit Fee Agreement
  (c) Collateral Fee Agreement
  (d) Sale of HEP Units
  (e) Richmond Beach Property Sale
   F-34




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 (17) Stockholders Equity
 (a) Common and preferred stock (share value in dollars)
    CommonStock(in thousands)Balance as of December 31, 2008
    
    
    46,814Shares forfeited
    
    
    Shares issued in connection with stock plans (Note 19)
    
    
    6Shares exchanged for preferred stock of subsidiary (Note 16)
    
    
    7,351Balance as of December 31, 2009
    
    
    54,171Shares forfeited
    
    
    Shares issued in connection with stock plans (Note 19)
    
    
    10Shares issued for payment of preferred stock dividends
    
    
    101Balance as of December 31, 2010
    
    
    54,282
 (b) Dividends
    (18) Earnings per Share
  F-35




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  December 312010
    
    
    2009
    
    
    2008Net income (loss) available to common stockholders
    
    $
    (122,932
    )
    
    $
    (115,156
    )
    
    $
    82,883Average number of shares of common stock outstanding
    
    
    54,186
    
    
    
    46,829
    
    
    
    46,788Dilutive restricted shares, SARs, and convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    2,795Average number of shares of common stock outstanding assuming
dilution
    
    
    54,186
    
    
    
    46,829
    
    
    
    49,583Earnings (loss) per share  basic
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.77Earnings (loss) per share  diluted *
    
    $
    (2.27
    )
    
    $
    (2.46
    )
    
    $
    1.72
 
 *
    
    For the purpose of calculating diluted earnings per share, net income (loss) available to
common stockholders was reduced to adjust for the effects of options issued by Alons
subsidiaries. The adjustment to net income (loss) available to common stockholders for options
issued for the calculation of diluted earnings per share for December 31, 2010 and 2009 was
anti-dilutive and therefore excluded from the calculation, for 2008 the adjustment was $1,449.
Additionally, net income (loss) available to common stockholders for the year ended December
31, 2008 was adjusted $3,991 for preferred stock of the subsidiary dividends that would no
longer be paid if the preferred stock was converted to shares of common stock. On December 31,
2009, the preferred stock of subsidiary was converted to shares of common stock (Note 16). (19) Stock-Based Compensation
  (a) 2005 Incentive Compensation Plan (share value in dollars)
  Restricted Stock
  F-36




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 WeightedAverageGrant DateFair ValuesNonvested Shares
    
    Shares
    
    
    (per share)Nonvested at January 1, 2009
    
    
    7,662
    
    
    $
    19.58Granted
    
    
    5,841
    
    
    
    12.84Vested
    
    
    (3,277
    )
    
    
    22.89Forfeited
    
    
    
    
    
    
    Nonvested at December 31, 2009
    
    
    10,226
    
    
    $
    14.67Granted
    
    
    10,416
    
    
    
    7.20Vested
    
    
    (4,473
    )
    
    
    16.77Forfeited
    
    
    
    
    
    
    Nonvested at December 31, 2010
    
    
    16,169
    
    
    $
    9.28
  Stock Appreciation Rights.
       (b) 2000 Incentive Stock Compensation Plan
  F-37




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
   Alon Assets
    
    
    Alon OperatingWeighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Exercise
    
    
    Options
    
    
    ExerciseOutstanding
    
    
    Price
    
    
    Outstanding
    
    
    PriceOutstanding at January 1, 2009
    
    
    2,793
    
    
    $
    100
    
    
    
    1,049
    
    
    $
    100Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited and expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    2,793
    
    
    $
    100
    
    
    
    1,049
    
    
    $
    100Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (2,187
    )
    
    
    100
    
    
    
    (822
    )
    
    
    100Forfeited and expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at December 31, 2010
    
    
    606
    
    
    $
    100
    
    
    
    227
    
    
    $
    100
  (20) Big Spring Refinery Fire
      F-38




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
  (21) Commitments and Contingencies
 (a) Leases
  Year ending December 31:2011
    
    $
    36,3852012
    
    
    32,0632013
    
    
    19,0082014
    
    
    13,7342015
    
    
    10,8342016 and thereafter
    
    
    43,390Total
    
    $
    155,414
  (b) Other Commitments
     F-39




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
        (c) Environmental
  F-40




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
     (22) Quarterly Information (unaudited)
  QuartersFirst
    
    Second
    
    Third
    
    Fourth
    
    Full Year2010Net sales
    
    $
    579,313
    
    
    $
    840,361
    
    
    $
    1,248,569
    
    
    $
    1,362,500
    
    
    $
    4,030,743Operating loss
    
    
    (78,975
    )
    
    
    (27,714
    )
    
    
    (35,415
    )
    
    
    (18,677
    )
    
    
    (160,781
    )Net loss available to common
stockholders
    
    
    (52,942
    )
    
    
    (29,259
    )
    
    
    (15,584
    )
    
    
    (25,147
    )
    
    
    (122,932
    )Loss per share, basic
    
    $
    (0.98
    )
    
    $
    (0.54
    )
    
    $
    (0.29
    )
    
    $
    (0.46
    )
    
    $
    (2.27
    )Weighted average shares outstanding
    
    
    54,161
    
    
    
    54,164
    
    
    
    54,181
    
    
    
    54,215
    
    
    
    54,186
 F-41




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
(dollars in thousands except as noted)
 QuartersFirst
    
    Second
    
    Third
    
    Fourth
    
    Full Year2009Net sales
    
    $
    722,180
    
    
    $
    1,106,398
    
    
    $
    1,253,113
    
    
    $
    834,041
    
    
    $
    3,915,732Operating income (loss)
    
    
    59,581
    
    
    
    (10,007
    )
    
    
    (34,343
    )
    
    
    (96,067
    )
    
    
    (80,836
    )Net income (loss) available to
common stockholders
    
    
    17,351
    
    
    
    (15,340
    )
    
    
    (26,558
    )
    
    
    (90,609
    )
    
    
    (115,156
    )Earnings (loss) per share, basic
    
    $
    0.37
    
    
    $
    (0.33
    )
    
    $
    (0.57
    )
    
    $
    (1.93
    )
    
    $
    (2.46
    )Weighted average shares outstanding
    
    
    46,806
    
    
    
    46,809
    
    
    
    46,810
    
    
    
    46,890
    
    
    
    46,829
 (23) Subsequent Events
     F-42




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##### Table of Contents



SIGNATURES
  March 14, 2011
    By:
    /s/ Jeff D. MorrisJeff D. MorrisChief Executive Officer  March 14, 2011
    
    
    
    By:
    
    /s/ David WiessmanDavid WiessmanExecutive Chairman of the BoardMarch 14, 2011
    
    
    
    By:
    
    /s/ Jeff D. MorrisJeff D. MorrisChief Executive Officer and DirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Shai EvenShai EvenSenior Vice President and Chief Financial OfficerMarch 14, 2011
    
    
    
    By:
    
    /s/ Ron W. HaddockRon W. HaddockDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Itzhak BaderItzhak BaderDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Avraham Baiga ShochatAvraham Baiga ShochatDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Yeshayahu PeryYeshayahu PeryDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Zalman SegalZalman SegalDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Boaz BiranBoaz BiranDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Avinadav GrinshponAvinadav GrinshponDirectorMarch 14, 2011
    
    
    
    By:
    
    /s/ Shlomo EvenShlomo EvenDirector




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description of Exhibit3.1
    
    Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by
reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No.
333-124797).3.2
    
    Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit
3.2 to Form S-1/A, filed by the Company on July 14, 2005, SEC File No. 333-124797).4.1
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).4.2
    
    Specimen 8.50% Series A Convertible Preferred Stock Certificate. (incorporated by reference
to Exhibit 4.4 to Form 10-Q, filed by the Company on November 9, 2010).4.3
    
    Indenture, dated as of October 22, 2009, by and among Alon Refining Krotz Springs, Inc. and
Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K,
filed by the Company on October 23, 2009, SEC File No. 001-32567).4.4
    
    Form of Certificate of Designation of the 8.75% Series A Convertible Preferred Stock
(incorporated by reference to Exhibit 4.3 to Form 10-Q filed by Alon on November 9, 2010,
SEC File No. 001-32567).10.1
    
    Trademark License Agreement, dated as of July 31, 2000, among Finamark, Inc., Atofina
Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.2
    
    First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark,
Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.3
    
    Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and
Alon USA, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company
on February 2, 2008, SEC File No. 001-32567).10.4
    
    Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and
American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.5
    
    Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and
between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference
to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007).10.6
    
    Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P.,
Holly Energy Partners Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company, Alon
USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc.
and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.7
    
    Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and
Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by
the Company on May 11, 2005, SEC File No. 333-124797).10.8
    
    Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and
Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on
February 5, 2008, SEC File No. 001-32567).10.9
    
    Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience
Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.10
    
    Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS
Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.11
    
    Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and
Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.12
    
    Registration Rights Agreement, dated October 22, 2009, between Alon Refining Krotz Springs,
Inc. and Jefferies & Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K,
filed by the Company on October 23, 2009, SEC File No. 001-32567).10.13
    
    Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.2 to Form 8-K, filed by the Company on June 26, 2006, SEC File
No. 001-32567).10.14
    
    First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.25 to Form 10-K, filed by the Company on March 15, 2007 SEC File
No. 001-32567).10.15
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor
companies and financial institutions from time to time named therein (incorporated by
reference to Exhibit 10.2 to Form 8-K, filed by the Company on March 5, 2007, SEC File No.
001-32567).10.16
    
    Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc.,
Alon USA, LP, the guarantor companies and financial institutions named therein, Israel
Discount Bank of New York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to
Form 8-K, filed by the Company on July 20, 2007, SEC File No. 001-32567).10.17
    
    Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2, 2008, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.4 to Form 8-K, filed by the Company on July 10, 2008, SEC File
No. 001-32567).10.18
    
    Fifth Amendment to Amended Revolving Credit Agreement, dated as of July 31, 2009, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on August 6, 2009, SEC File
No. 001-32567).10.19
    
    Sixth Amendment to Amended Revolving Credit Agreement, dated as of May 10, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on May 10, 2010, SEC File
No. 001-32567).10.20
    
    Seventh Amendment to Amended Revolving Credit Agreement, dated as of June 1, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 9, 2010, SEC File
No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.21
    
    Eighth Amendment to Amended Revolving Credit Agreement, dated as of June 16, 2010, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein (incorporated
by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on August 9, 2010, SEC File
No. 001-32567).10.22
    
    Ninth Amendment to Amended
Revolving Credit Agreement, dated as of February 22, 2011, by and
among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other
guarantor companies and financial institutions from time to time named therein.10.23
    
    Revolving Credit Line Agreement, dated March 9, 2010, by and between Alon and Israel
Discount Bank of New York (incorporated by reference to Exhibit 10.96 to Form 10-K, filed by
the Company on March 16, 2010, SEC File No. 001-32567).10.24
    
    Amendment and Waiver, dated
February 24, 2011, to Revolving Credit Line Agreement, dated March 9,
2001, among Alon and Israel Discount Bank of New York.10.25
    
    Credit Agreement, dated March 15, 2010 (as amended, supplemented or otherwise modified from
time to time), among Alon Refining Krotz Springs, Inc., each other party joined as a
borrower thereunder from time to time, the Lenders party thereto, and Bank Hapoalim B.M., as
Administrative Agent (incorporated by reference to Exhibit 10.97 to Form 10-K, filed by the
Company on March 16, 2010, SEC File No. 001-32567).10.26
    
    Amendment No. 1 to Credit Agreement, dated May 28, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.3 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.27
    
    Amendment No. 2 to Credit Agreement, dated June 15, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.4 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.28
    
    Amendment No. 3 to Credit Agreement, dated August 11, 2010 (as amended, supplemented or
otherwise modified from time to time), among Alon Refining Krotz Springs, Inc., each other
party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank
Hapoalim B.M., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form
8-K, filed by the Company on August 13, 2010, 2010, SEC File No. 001-32567).10.29
    
    Credit Agreement, dated May 28, 2010, by and between Alon Refining Krotz Springs, Inc. and
Goldman Sachs Bank USA, as Issuing Bank (incorporated by reference to Exhibit 10.5 to Form
10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.30
    
    Amended and Restated Credit Agreement, dated as of December 30, 2010, among Southwest
Convenience Stores, LLC, Skinnys, LLC, the lenders party thereto and Wells Fargo Bank,
National Association. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the
Company on January 6, 2011, SEC File No. 001-32567).10.31
    
    Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party
thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by
the Company on June 26, 2006, SEC File No. 001-32567).10.32
    
    Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon
USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to
Exhibit 10.3 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567).10.33
    
    Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount
Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and
financial institutions from time to time named therein (incorporated by reference to Exhibit
10.1 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.34
    
    First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007,
among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor
companies and financial institutions from time to time named therein (incorporated by
reference to Exhibit 10.37 to Form 10-K, filed by the Company on March 11, 2008, SEC File
No. 001-32567).10.35
    
    Term Loan Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc.,
Alon Refining Krotz Springs, Inc., the lenders party thereto and Credit Suisse, as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Form
8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).10.36
    
    First Amendment Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana,
Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Wells Fargo Bank,
National Association, as successor to Credit Suisse, Cayman Islands Branch, as agent
(incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 6,
2009, SEC File No. 001-32567).10.37
    
    Loan and Security Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana,
Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Form 8-K, filed
by the Company on July 10, 2008, SEC File No. 001-32567).10.38
    
    First Amendment to Loan and Security Agreement, dated as of December 18, 2008, by and among
Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto
and Bank of America, N.A. (incorporated by reference to Exhibit 10.28 to Form 10-K, filed by
the Company on April 10, 2009, SEC File No. 001-32567).10.39
    
    Second Amendment to Loan and Security Agreement, dated as of April 9, 2009, by and among
Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto
and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Form 8-K,
filed by the Company on April 27, 2009, SEC File No. 001-32567).10.40
    
    Amended and Restated Loan and Security Agreement, dated as of October 22, 2009 (as amended,
supplemented or otherwise modified from time to time), among Alon Refining Louisiana, Inc.,
Alon Refining Krotz Springs, Inc., each other party joined as a borrower thereunder from
time to time, the Lenders party thereto, and Bank of America, N.A., as Agent (incorporated
by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File
No. 001-32567).10.41
    
    Purchase Agreement, dated October 13, 2009, between Alon Refining Krotz Springs, Inc. and
Jefferies & Co. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company
on October 19, 2009, SEC File No. 001-32567).10.42
    
    Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon
Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit
10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.43
    
    Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as
of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy,
Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on
June 17, 2005, SEC File No. 333-124797).10.44*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon
USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement,
dated May 1, 2005 (incorporated by reference to Exhibit 10.23 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.45*
    
    Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon USA GP, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q,
filed by the Company on November 7, 2008, SEC File No. 001-32567).10.46*
    
    Management Employment Agreement, dated as of March 1, 2010, between Paul Eisman and Alon USA
GP, LLC.




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.47*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon
USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement,
dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.48*
    
    Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between
Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form
10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.49*
    
    Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K, filed by the
Company on March 15, 2006, SEC File No. 001-32567).10.50*
    
    Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between
Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K,
filed by the Company on March 15, 2006, SEC File No. 001-32567).10.51*
    
    Second Amendment to Executive/Management Employment Agreement, dated as of November 4, 2008,
between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.13 to
Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.52*
    
    Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA
GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on
March 15, 2007, SEC File No. 001-32567).10.53*
    
    Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even
and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the
Company on November 7, 2008, SEC File No. 001-32567).10.54*
    
    Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and
Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by
the Company on July 7, 2005, SEC File No. 333-124797).10.55*
    
    Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the
Company on April 10, 2009, SEC File No. 001-32567).10.56*
    
    Description of Annual Bonus Plans.10.57*
    
    Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.58*
    
    Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form
S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.59*
    
    Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.60*
    
    Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.61*
    
    Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit
10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.62*
    
    Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.63*
    
    Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37
to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.64*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated
June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.65*
    
    Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form
10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.66
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D.
Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.67*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option
Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.68*
    
    Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between
Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to
Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).10.69
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff
D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.70*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated
June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.42 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.71
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A.
Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002
(incorporated by reference to Exhibit 10.43 to Form S-1/A, filed by the Company on June 17,
2005, SEC File No. 333-124797).10.72*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option
Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.44
to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.73
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and
Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30,
2002 (incorporated by reference to Exhibit 10.45 to Form S-1/A, filed by the Company on June
17, 2005, SEC File No. 333-124797).10.74*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc.
and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option
Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.46 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.75
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A.
Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.76*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating,
Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option
Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.48 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.77
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and
Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by
the Company on June 17, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.78
    
    Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA
Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart
and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.79*
    
    Alon USA Energy, Inc. Amended and Restated 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 7, 2010, SEC File No.
001-32567).10.80*
    
    Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12
of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567).10.81*
    
    Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section
8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference
to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No.
001-32567).10.82*
    
    Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to
Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File
No. 001-32567).10.83*
    
    Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to
Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No.
001-32567).10.84*
    
    Form of Amendment to Appreciation Rights Award Agreement relating to Participant Grants
pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on January 27,
2010, SEC File No. 001-32567).10.85*
    
    Form II of Appreciation Rights Award Agreement relating to Participant Grants pursuant to
Section 7 of the Alon USA Energy, inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 27, 2010, SEC File
No. 001-32567).10.86
    
    Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe
Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K,
filed by the Company on February 13, 2006, SEC File No. 001-32567).10.87
    
    Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig
C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and
Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano
(incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006,
SEC File No. 001-32567).10.88
    
    First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA
Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The
Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III
and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the
Company on November 14, 2006, SEC File No. 001-32567).10.89
    
    Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA
Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The
Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III
and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the
Company on November 14, 2006, SEC File No. 001-32567).10.90
    
    Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex
Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by
reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 2, 2006, SEC File No.
001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.91
    
    Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon
USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined
therein) (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on
March 6, 2007, SEC File No. 001-32567).10.92
    
    Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company
and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form
8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567).10.93
    
    First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero
Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining
Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the
Company on July 10, 2008, SEC File No. 001-32567).10.94
    
    Series A Preferred Stock Purchase Agreement, dated as of July 3, 2008, by and between Alon
Refining Louisiana, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to
Exhibit 10.5 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).10.95
    
    Stockholders Agreement, dated as of July 3, 2008, by and among Alon USA Energy, Inc., Alon
Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd.
(incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on July 10,
2008, SEC File No. 001-32567).10.96
    
    Amended and Restated Stockholders Agreement dated as of March 31, 2009, by and among Alon
USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon
Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.88 to Form 10-K, filed by
the Company on April 10, 2009, SEC File No. 001-32567).10.97
    
    First Amendment to Amended and Restated Stockholders Agreement dated as of December 31,
2009, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana
Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.1
to Form 8-K, filed by the Company on January 5, 2010, SEC File No. 001-32567).10.98
    
    Offtake Agreement, dated as of July 3, 2008, by and between Valero Marketing and Supply
Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.9 to
Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567).10.99
    
    Earnout Agreement, dated as of July 3, 2008, by and between Valero Refining and Marketing
Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.10 to
Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567).10.100
    
    First Amendment to Earnout Agreement, dated as of August 27, 2009, by and between Valero
Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by
reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 6, 2009, SEC No.
001-32567).10.101
    
    Amended and Restated Supply and Offtake Agreement, dated May 28, 2010 by and between Alon
Refining Krotz Springs, Inc. and J. Aron & Company (incorporated by reference to Exhibit
10.6 to Form 10-Q, filed by the Company on August 9, 2010, SEC File No. 001-32567).10.102
    
    Form of Series A Convertible Preferred Stock Purchase Agreement (incorporated by reference
to Exhibit 10.105 to Form S-1/A, filed by the Company on October 22, 2010, SEC File No.
333-169583).10.103
    
    Standby Equity Distribution Agreement, dated as of January 20, 2011, among Alon USA Energy,
Inc. and YA Global Master SPV, Ltd. (incorporated by reference to Exhibit 10.1 to Form 8-K,
filed by the Company on January 24, 2011, SEC File No. 001-32567).10.104
    
    Warrant Agreement, dated March 10, 2011, between the Company, FIMI Opportunity IV, L.P and
FIMI Israel Opportunity IV, Limited Partnership.10.105
    
    Warrant Agreement, dated March 10, 2011, between the Company, FIMI Opportunity IV, L.P and
FIMI Israel Opportunity IV, Limited Partnership.




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.106
    
    Warrant Agreement, dated
March 14, 2011, between the Company and Alon Israel Oil Company,
Ltd.10.107
    
    Registration Rights Agreement, dated as of March 10, 2011, between Alon USA Energy, Inc.,
FIMI Opportunity IV L.P., and FIMI Israel Opportunity IV, Limited Partnership.12.1
    
    Statement Regarding Computation of Ratio of Earnings to Fixed Charges.21.1
    
    Subsidiaries of Alon USA Energy, Inc.23.1
    
    Consent of KPMG LLP.31.1
    
    Certifications of Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certifications of Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Identifies management contracts and compensatory plans or arrangements.
    
    Filed under confidential treatment request.